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 December 31, 2020 and 2019, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Companys currently taxable income primarily
consists of interest earned and unrealized gain on marketable securities held in the Trust Account. The Companys general and administrative costs are generally considered start-up costs and are not
currently deductible.
No amounts were accrued for the payment of interest and penalties as of December 31, 2020 and 2019. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security CARES Act into law. The
CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to
the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to
50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.
Recent Accounting Pronouncements
The Companys management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if
currently adopted, that would have a material effect on the Companys financial statements.
Note 3Initial Public Offering
On November 13, 2019, the Company sold 34,500,000 Units, including 4,500,000 Over-Allotment Units, at a price of $10.00 per Unit,
generating gross proceeds of $345.00 million, and incurring offering costs of approximately $19.59 million, inclusive of approximately $12.08 million in deferred underwriting commissions.
Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant
(each, a Public Warrant). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (Note 6).
Note 4Related Party Transactions
Founder Shares
On August 29, 2019, the Sponsor purchased 8,625,000 shares (the Founder Shares) of the Companys Class B
common stock, par value $0.0001 per share, for an aggregate price of $25,000. On October 10, 2019, the Sponsor transferred 35,000 Founder Shares to each of the Companys independent directors. The initial stockholders agreed to forfeit up
to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriter so that
the Founder Shares would represent 20.0% of the Companys issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on November 13, 2019; thus, the Founder Shares were no
longer subject to forfeiture.
The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of
the Founder Shares until one year after the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Companys Class A common stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Companys stockholders having the right to exchange their
shares of common stock for cash, securities or other property.
Private Placement Warrants
On November 13, 2019, the Company sold 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the
Sponsor, generating gross proceeds of $10.15 million.
Each Private Placement Warrant is exercisable for one share of Class A
common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a
Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable under certain redemption scenarios and exercisable on
a cashless basis so long as they are held by the Sponsor or its permitted transferees.
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