0001193125-20-293805 | 10-Q | XBRL Viewer | Dragoneer Growth Opportunities Corp

Cover Page - shares	3 Months Ended
Cover Page - shares	Sep. 30, 2020	Nov. 16, 2020
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Dragoneer Growth Opportunities Corp.
Entity Central Index Key	0001818201
Entity File Number	001-39447
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	98-1546280
Entity Incorporation, State or Country Code	E9
Entity Address, State or Province	CA
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		69,000,000
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	DGNR
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,250,000
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-fifth of one redeemable warrant
Trading Symbol	DGNR.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	DGNR WS
Security Exchange Name	NYSE

Condensed Balance Sheet	Sep. 30, 2020 USD ($)
Current assets
Cash	$ 1,752,888
Prepaid expenses	380,055
Total Current Assets	2,132,943
Cash held in Trust Account	690,000,000
TOTAL ASSETS	692,132,943
Current liabilities
Accounts payable and accrued expenses	2,596
Advances from related party	1,122,305
Total Current Liabilities	1,124,901
Deferred underwriting fee payable	24,150,000
TOTAL LIABILITIES	25,274,901
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 66,185,804 shares at $10.00 per share redemption value	661,858,040
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	5,040,681
Accumulated deficit	(42,685)
Total Shareholders' Equity	5,000,002
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	692,132,943
Common Class A [Member]
Shareholders' Equity
Common Stock,Value	281
Total Shareholders' Equity	281
Common Class B [Member]
Shareholders' Equity
Common Stock,Value	1,725
Total Shareholders' Equity	$ 1,725

Condensed Balance Sheet (Parenthetical)	Sep. 30, 2020 $ / shares shares
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Class A [Member]
Temporary Equity, Shares Outstanding	66,185,804
Share Redemption Value \| $ / shares	$ 10.00
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	2,814,196
Common Stock, Shares, Outstanding	2,814,196
Common Class B [Member]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	17,250,000
Common Stock, Shares, Outstanding	17,250,000

Condensed Statement of Operations	3 Months Ended
Condensed Statement of Operations	Sep. 30, 2020 USD ($) $ / shares shares
Operating costs \| $	$ 42,685
Net loss \| $	$ (42,685)
Common Class A [Member]
Weighted average shares outstanding of ordinary shares \| shares	69,000,000
Basic and diluted net income (loss) per share, ordinary shares \| $ / shares	$ 0.00
Common Class B [Member]
Weighted average shares outstanding of ordinary shares \| shares	17,250,000
Basic and diluted net income (loss) per share, ordinary shares \| $ / shares	$ 0.00

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Statement of Changes In Shareholders' Equity - 3 months ended Sep. 30, 2020 - USD ($)	Total	Class A Ordinary [Member]	Class B Ordinary [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jul. 02, 2020
Balance Balance, Shares at Jul. 02, 2020		0	0
Issuance of Class B ordinary shares to Sponsor	25,000		$ 1,725	23,275
Issuance of Class B ordinary shares to Sponsor,Shares			17,250,000
Sale of 69,000,000 Units, net of underwriting discounts and offering costs	651,075,727	$ 6,900		651,068,827
Sale of 69,000,000 Units, net of underwriting discounts and offering costs,Shares		69,000,000
Sale of 15,800,000 Private Placement Warrants	15,800,000			15,800,000
Class A Ordinary shares subject to possible redemption	(661,858,040)	$ (6,619)		(661,851,421)
Class A Ordinary shares subject to possible redemption,Shares		(66,185,804)
Net loss	(42,685)				(42,685)
Ending Balance at Sep. 30, 2020	$ 5,000,002	$ 281	$ 1,725	$ 5,040,681	$ (42,685)
Ending Balance, Shares at Sep. 30, 2020		2,814,196	17,250,000

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Sep. 30, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (42,685)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs in exchange for Class B ordinary shares	5,000
Operating costs paid through advances from related party	598
Changes in operating assets and liabilities:
Prepaid expenses	33,932
Accounts payable and accrued expenses	3,155
Net cash used in operating activities
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(690,000,000)
Net cash used in investing activities	(690,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	676,200,000
Proceeds from sale of Private Placement Warrants	15,800,000
Repayment of advances from related party	(247,112)
Net cash provided by financing activities	691,752,888
Net Change in Cash	1,752,888
Cash – Beginning
Cash – Ending	1,752,888
Non-Cash Investing and Financing Activities:
Deferred offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares	20,000
Payment of offering costs through advances from related party	954,273
Payment of prepaid expenses through advances from related party	413,988
Accounts payable and accrued expenses paid through advances from related party	558
Initial classification of ordinary shares subject to possible redemption	661,895,720
Change in value of ordinary shares subject to possible redemption	(37,380)
Deferred underwriting fee payable	$ 24,150,000

Description of Organization and Business Operations

3 Months Ended

Sep. 30, 2020

Text Block [Abstract]

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Dragoneer Growth Opportunities Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 3, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2020, the Company had not commenced any operations. All activity for the period from July 3, 2020 (inception) through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company may generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on August 13, 2020. On August 18, 2020 the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 4.

Transaction costs amounted to $38,924,273, consisting of $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fee and $974,273 of other offering costs.

Following the closing of the Initial Public Offering on August 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public

Offering and a portion of the net proceeds from the sale

of the Private Placement Warrants was placed

in a

non-interest

bearing trust

account (the “Trust Account”) which the Company expects will not

earn

interest or be invested until January 1, 2021, after which the proceeds will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The NYSE listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The

per-share

amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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), divided by the number of then issued and outstanding Public Shares.

The Company will have until August 18, 2022 (or November 18, 2022 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 18, 2022 but has not completed a Business Combination by August 18, 2022) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension 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 100% of 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period or any Extension Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 17, 2020, as well as the Company’s Current Reports on Form

8-K,

as filed with the SEC on August 19, 2020 and August 24, 2020. The interim results for the period from July 3, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the

period

ending December 31, 2020 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020.

Cash Held in Trust Account

At September 30, 2020, the assets held in the Trust Account were held in cash.

Class A Ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the

Company’s unaudited condensed balance sheet.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $38,924,273 were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate.

The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s unaudited condensed balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Shareholders' Equity

3 Months Ended

Sep. 30, 2020

Equity [Abstract]

Shareholders' Equity

Note 7 — Shareholders’ Equity

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 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. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2020, there were 2,814,196 Class A ordinary shares issued and outstanding, excluding 66,185,804 Class A ordinary shares subject to possible redemption.

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 of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2020, there were 17,250,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof 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, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any forward purchase securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

one-to-one.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrant expire or are redeemed, as specified in the warrant agreement; provided that 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, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a 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, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described 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 to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 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 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

8-K,

period

ending December 31, 2020 or for any future interim periods.

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

At September 30, 2020, the assets held in the Trust Account were held in cash.

Class A Ordinary shares subject to possible redemption

Company’s unaudited condensed balance sheet.

Offering Costs

Income Taxes

Net Income (Loss) Per Ordinary Share

The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		3 Months Ended
	Aug. 18, 2020	Sep. 30, 2020
Proceeds from sales of issuance initial public offering units	$ 690,000,000
Underwriters of their overallotment option	$ 9,000,000
Initial public offering per units	$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 690,000,000
Proceeds from sales of Private Placement warrants		$ 15,800,000
Proceeds from Issuance of private placement		15,800,000
Business acquisition transaction costs		38,924,273
Payment of stock issuance costs		13,800,000
Other offering costs		$ 974,273
Maturity of investments days	185 days
Business acquisition percentage of voting interests acquired		50.00%
Deferred underwriting fee		$ 24,150,000
Business combinations and acquisitions tangible assets		$ 5,000,001
Percentage of initial public offering shares		15.00%
Percentage of initial public offering shares redemption		100.00%
Payment of dissolution expenses		$ 100,000
Over-Allotment Option [Member]
Sale of stock, price per share		$ 10.00
Private Placement [Member]
Sale of stock, price per share		$ 1.00
Common Class A [Member]
Proceeds from sales of issuance initial public offering units	$ 69,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended
	Nov. 10, 2020	Jul. 10, 2020	Sep. 30, 2020	Jul. 23, 2020
Payments of Stock Issuance Costs			$ 13,800,000
Due to related party		$ 1,369,417	1,122,305
Repayments of Related Party Debt			$ 247,112
Subsequent Event [Member]
Repayments of Related Party Debt	$ 1,122,305
Founder Shares [Member]
Payments of Stock Issuance Costs		$ 25,000
Number of shares transferred				75,000
Stock issued during period subject to forfeiture				2,250,000
Percent of stock convertible				20.00%
Stock issued during period not subject to forfeiture				2,250,000
Stock price threshold limit			$ 12.00
Promissory Note [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 300,000
Working Capital Loans [Member]
Convertible Debt			$ 2,000,000
Warrant issue price			$ 1.00
Long-term Debt, Gross			$ 0
Common Class B [Member] \| Founder Shares [Member]
Sale of Stock, Number of Shares Issued in Transaction		17,250,000

Shareholders' Equity - Additional Information (Detail)	3 Months Ended
Shareholders' Equity - Additional Information (Detail)	Sep. 30, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock shares authorised	1,000,000
Preferred stock par or stated value per share \| $ / shares	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Warrants or rights term	5 years
Percentage Of The Market Value [Member]
Class of Stock [Line Items]
Exercise price of warrants percentage	115.00%
Percentage Of The Newly Issued Price [Member]
Class of Stock [Line Items]
Exercise price of warrants percentage	115.00%
Triggering Share Price One [Member]
Class of Stock [Line Items]
Share price \| $ / shares	$ 18.00
Warrants redemption price \| $ / shares	0.01
Triggering Share Price Two [Member]
Class of Stock [Line Items]
Share price \| $ / shares	10.00
Warrants redemption price \| $ / shares	$ 0.10
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorised	200,000,000
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common stock shares issued	2,814,196
Common stock shares outstanding	2,814,196
Temporary equity shares outstanding	66,185,804
Common stock shares description of voting rights	one vote
Common Class A [Member] \| Percentage Of The Market Value [Member]
Class of Stock [Line Items]
Redemption trigger share price percentage	180.00%
Common Class A [Member] \| Percentage Of The Newly Issued Price [Member]
Class of Stock [Line Items]
Redemption trigger share price percentage	180.00%
Common Class A [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Percentage of common stock outstanding	20.00%
Common Class A [Member] \| Founder Shares [Member] \| Event Triggering Warrant Price Adjustment [Member]
Class of Stock [Line Items]
Sale of stock issue price per share \| $ / shares	$ 9.20
Percentage of the total gross proceeds from equity issuances for business combination	60.00%
Volume weighted average trading price of ordinary shares \| $ / shares	$ 9.20
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorised	20,000,000
Common stock par or stated value per share \| $ / shares	$ 0.0001
Common stock shares issued	17,250,000
Common stock shares outstanding	17,250,000
Common stock shares description of voting rights	one vote

Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions	3 Months Ended
	Sep. 30, 2020 USD ($) shares
Accounting Policies [Abstract]
Offering costs	$ 38,924,273
Unrecognized tax benefits	0
Accrued for interest and penalties	$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	29,600,000
Cash, FDIC Insured Amount	$ 250,000

Initial Public Offering - Additional Information (Details)	3 Months Ended
	Sep. 30, 2020 $ / shares shares
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction \| shares	69,000,000
Over-Allotment Option [Member]
Sale of Stock, Number of Shares Issued in Transaction \| shares	9,000,000
Sale of Stock, Price Per Share \| $ / shares	$ 10.00
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 11.50

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member]	3 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Number of warrants issued \| shares	15,800,000
Warrants issue price	$ 1.00
Proceeds from Issuance of Warrants \| $	$ 15,800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Sep. 30, 2020 USD ($) $ / shares
Other Commitments [Line Items]
Cash underwriting fee per unit \| $ / shares	$ 0.20
Payment of stock issuance costs \| $	$ 13,800,000
Deferred underwriting fee payable per share \| $ / shares	$ 0.35
Deferred underwriting fee payable non current \| $	$ 24,150,000