ghiv-10q_20200930.htm

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 ☐

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 ☒ NO ☐

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

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 ☒ NO ☐

As of November 5, 2020, there were 42,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share, and 10,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

	September 30, 2020			December 31, 2019
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	222,372		$	1,120
Deferred offering costs		—			411,374
Prepaid assets		250,861			—
Total current assets		473,233			412,494
Investments and cash held in Trust Account		425,323,144			—
Total assets	$	425,796,377		$	412,494

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses, formation and offering costs	$	3,237,605		$	274,666
State franchise tax accrual		150,000			1,830
Income tax payable		114,395			—
Notes payable – related party		1,000,000			150,000
Total current liabilities		4,502,000			426,496
Deferred underwriting compensation		14,875,000			—
Total liabilities	$	19,377,000		$	426,496

Commitments and Contingencies:
Class A subject to possible redemption, 40,141,937 and -0- shares at September 30, 2020 and December 31, 2019, respectively (at redemption value of $10 per share)		401,419,370			—

Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—			—
Common stock
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, 2,358,063 and -0- shares issued and outstanding (excluding 40,141,937 and -0- shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively		236			—
Class F common stock, $0.0001 par value; 20,000,000 shares authorized, 10,625,000 and 11,500,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		1,063			1,150
Additional paid-in-capital		9,918,588			23,850
Accumulated deficit		(4,919,880	)		(39,002	)

Total stockholders’ equity		5,000,007			(14,002	)

Total liabilities and stockholders’ equity	$	425,796,377		$	412,494

										For the Period from
	Three			Three			Nine			June 12, 2019
	Months Ended			Months Ended			Months Ended			(inception) through
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Professional fees and other expenses		(5,338,410	)		(20,514	)		(5,709,435	)		(20,514	)
State franchise taxes, other than income tax		(50,000	)		(717	)		(150,000	)		(717	)
Net loss from operations		(5,388,410	)		(21,231	)		(5,859,435	)		(21,231	)
Other income - interest and dividend income		39,551			—			1,092,952			—
Loss before income taxes	$	(5,348,859	)	$	(21,231	)	$	(4,766,483	)	$	(21,231	)
Income tax expense		(287	)		—			(114,395	)		—
Net loss attributable to common shares	$	(5,349,146	)	$	(21,231	)	$	(4,880,878	)	$	(21,231	)

Net loss per ordinary share:
Class A ordinary shares - basic and diluted	$	(0.10	)	$	-		$	(0.09	)	$	-
Class F ordinary shares - basic and diluted	$	(0.10	)	$	(0.00	)	$	(0.12	)	$	(0.00	)

	Three Months Ended September 30, 2019
	Class A Common Stock						Class F Common Stock							Additional			(Accumulated			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Deficit)			Equity
Beginning Balance at July 1, 2019		-		$	-				-		$	-		$	-		$	-		$	-
Sale of Class F common stock to Sponsor in July 2019 at $.0001 par value		-			-				11,500,000			1,150			23,850			-			25,000
Net loss		-			-				-			-			-			(21,231	)		(21,231	)
Balance at September 30, 2019		-		$	-				11,500,000		$	1,150		$	23,850		$	(21,231	)	$	3,769

	For the Period from June 12, 2019 (inception) through September 30, 2019
	Class A Common Stock						Class F Common Stock							Additional			(Accumulated			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Deficit)			Equity
Balance at June 12, 2019 (inception)		-		$	-				-		$	-		$	-		$	-		$	-
Sale of Class F common stock to Sponsor in July 2019 at $.0001 par value		-			-				11,500,000			1,150			23,850			-			25,000
Net loss		-			-				-			-			-			(21,231	)		(21,231	)
Balance at September 30, 2019		-		$	-				11,500,000		$	1,150		$	23,850		$	(21,231	)	$	3,769

	Three Months Ended September 30, 2020
																	Retained
																	Earnings/
	Class A Common Stock						Class F Common Stock							Additional			(Accumulated			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Deficit)			Equity
Beginning Balance at July 1, 2020		1,823,148		$	182				10,625,000		$	1,063		$	4,569,492		$	429,266		$	5,000,003
Class A common stock subject to possible redemption; 40,141,937 shares at a redemption price of $10.00		534,915			54				-			-			5,349,096			-			5,349,150
Net loss		-			-				-			-			-			(5,349,146	)		(5,349,146	)
Balance at September 30, 2020		2,358,063		$	236				10,625,000		$	1,063		$	9,918,588		$	(4,919,880	)	$	5,000,007

	Nine Months Ended September 30, 2020
																	Retained
																	Earnings
	Class A Common Stock						Class F Common Stock							Additional			(Accumulated			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Deficit)			Equity
Beginning Balance at January 1, 2020		-		$	-				11,500,000		$	1,150		$	23,850		$	(39,002	)	$	(14,002	)
Proceeds from initial public offering of Units on January 28, 2020 at $10.00 per Unit		42,500,000			4,250				-			-			424,995,750			-			425,000,000
Sale of 5,250,000 Private Placement Warrants to Sponsor on January 27, 2020 at $2.00 per Private Placement Warrant		-			-				-			-			10,500,000			-			10,500,000
Underwriters discounts		-			-				-			-			(8,500,000	)		-			(8,500,000	)
Offering costs charged to additional paid-in capital		-			-				-			-			(810,743	)		-			(810,743	)
Deferred underwriting compensation		-			-				-			-			(14,875,000	)		-			(14,875,000	)
Forfeited Class F Common stock by Sponsor		-			-				(875,000	)		(87	)		87			-			-
Class A common stock subject to possible redemption; 40,141,937 shares at a redemption price of $10.00		(40,141,937	)		(4,014	)			-			-			(401,415,356	)		-			(401,419,370	)
Net loss		-			-				-			-			-			(4,880,878	)		(4,880,878	)
Balance at September 30, 2020		2,358,063		$	236				10,625,000		$	1,063		$	9,918,588		$	(4,919,880	)	$	5,000,007

				For the Period from
				June 12, 2019
	Nine Months Ended			(inception) through
Cash flows from operating activities:	September 30, 2020			September 30, 2019
Net loss	$	(4,880,878	)	$	(21,231	)
Changes in state franchise tax accrual		148,170			717
Changes in prepaid assets		(250,861	)		—
Changes in accrued expenses, formation and offering costs		3,374,313			(65,500	)
Changes in income tax payable		114,395			—
Net cash used in operating activities		(1,494,861	)		(86,014	)
Cash flows from investing activities:
Cash deposited in Trust Account		(425,000,000	)		—
Interest and dividends reinvested in the Trust Account		(323,144	)		—
Net cash used in investing activities		(425,323,144	)		—
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		425,000,000			—
Proceeds from sale of Private Placement Warrants to Sponsor		10,500,000			—
Proceeds from notes payable – related party		1,000,000			25,000
Repayment of notes payable – related party		(150,000	)		150,000
Payment of underwriters’ discounts and commissions		(8,500,000	)		—
Payment of accrued offering costs		(810,743	)		—
Net cash provided by financing activities		427,039,257			175,000
Increase in cash		221,252			88,986
Cash at beginning of period		1,120			—
Cash at end of period	$	222,372		$	88,986
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	$	14,875,000		$	—
Cash paid for income and state franchise taxes	$	1,830		$	—
Deferred offering costs charged to paid-in capital	$	411,374		$	209,687

Delaware		84-2124167
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

9800 Wilshire Blvd.
Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GHIV	Nasdaq Capital Market
Warrants	GHIVW	Nasdaq Capital Market
Units	GHIVU	Nasdaq Capital Market

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

Balance Sheets (Unaudited)		3

Statements of Operations (Unaudited)		4

Statements of Changes in Stockholders’ Equity (Unaudited)		5

Statements of Cash Flows (Unaudited)		6

Notes to Interim Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

PART II—OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒