Hyzon Motors (HYZN) 10-Q 2 Dec 20 2020 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Dec. 02, 2020
Document Information Line Items
Entity Registrant Name	Decarbonization Plus Acquisition Corp
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001716583
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39632
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		22,572,502
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Sep. 30, 2020	Dec. 31, 2019
ASSETS:
Current asset: cash		$ 315,251	$ 315,600
Prepaid expenses - franchise tax		860
Deferred offering costs		354,650	23,000
Total assets		670,761	338,600
Current liabilities:
Accounts payable - offering costs		345,650	14,000
Accounts payable - affiliate		3,089
Promissory note - related party		300,000	300,000
Total liabilities		648,739	314,000
COMMITMENTS AND CONTINGENCIES
Stockholder’s equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		243,447	243,447
Accumulated deficit		(222,000)	(219,422)
Total stockholder's equity		22,022	24,600
Total liabilities and stockholder's equity		670,761	338,600
Class A common stock
Stockholder’s equity:
Common stock value
Total stockholder's equity
Class B common stock
Stockholder’s equity:
Common stock value	[1],[2]	575	575
Total stockholder's equity		$ 575	$ 575
[1]	On September 18, 2020, the Company’s sponsor returned 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. In October 2020, the Company’s sponsor returned an additional 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. All shares and associated amounts have been retroactively restated to reflect the return of the shares (See Note 4)
[2]	This number includes an aggregate of up to 106,875 shares of the Company’s Class B common stock subject to forfeiture if the over-allotment option for the Company’s initial public offering is not exercised in full by the underwriters. (See Note 4 and Note 6)

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenue
Operating expenses:
Franchise tax expense		859	945	2,578	2,836
Net loss		$ (859)	$ (945)	$ (2,578)	$ (2,836)
Weighted average number of shares outstanding:
Basic and diluted (excluding shares subject to redemption) (in Shares)	[1],[2]	5,643,125	5,643,125	5,643,125	5,643,125
Net loss per common share - basic and diluted (in Dollars per share)		$ 0	$ 0	$ 0	$ 0
[1]	On September 18, 2020, the Company’s sponsor returned 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. In October 2020, the Company’s sponsor returned an additional 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. All shares and associated amounts have been retroactively restated to reflect the return of the shares (See Note 4)
[2]	This number excludes an aggregate of up to 106,875 shares of the Company’s Class B common stock subject to forfeiture if the over-allotment option for the Company’s initial public offering is not exercised in full by the underwriters. (See Note 4 and Note 6)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2018		$ 575		$ 24,425	$ (2,462)	$ 22,538
Balance (in Shares) at Dec. 31, 2018		5,750,000	[1],[2]
Net loss					(1,891)	(1,891)
Balance at Jun. 30, 2019		$ 575		24,425	(4,353)	20,648
Balance (in Shares) at Jun. 30, 2019		5,750,000	[1],[2]
Balance at Dec. 31, 2018		$ 575		24,425	(2,462)	22,538
Balance (in Shares) at Dec. 31, 2018		5,750,000	[1],[2]
Net loss						(2,836)
Balance at Sep. 30, 2019		$ 575		24,425	(5,298)	19,702
Balance (in Shares) at Sep. 30, 2019		5,750,000	[1],[2]
Balance at Jun. 30, 2019		$ 575		24,425	(4,353)	20,648
Balance (in Shares) at Jun. 30, 2019		5,750,000	[1],[2]
Net loss					(945)	(945)
Balance at Sep. 30, 2019		$ 575		24,425	(5,298)	19,702
Balance (in Shares) at Sep. 30, 2019		5,750,000	[1],[2]
Balance at Dec. 31, 2019		$ 575		243,447	(219,422)	24,600
Balance (in Shares) at Dec. 31, 2019		5,750,000	[1],[2]
Net loss					(1,719)	(1,719)
Balance at Jun. 30, 2020		$ 575		243,447	(221,141)	22,881
Balance (in Shares) at Jun. 30, 2020		5,750,000	[1],[2]
Balance at Dec. 31, 2019		$ 575		243,447	(219,422)	24,600
Balance (in Shares) at Dec. 31, 2019		5,750,000	[1],[2]
Net loss						(2,578)
Balance at Sep. 30, 2020		$ 575		243,447	(222,000)	22,022
Balance (in Shares) at Sep. 30, 2020		5,750,000	[1],[2]
Balance at Jun. 30, 2020		$ 575		243,447	(221,141)	22,881
Balance (in Shares) at Jun. 30, 2020		5,750,000	[1],[2]
Net loss					(859)	(859)
Balance at Sep. 30, 2020		$ 575		$ 243,447	$ (222,000)	$ 22,022
Balance (in Shares) at Sep. 30, 2020		5,750,000	[1],[2]
[1]	On September 18, 2020, the Company’s sponsor returned 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. In October 2020, the Company’s sponsor returned an additional 2,875,000 shares of the Company’s Class B common stock to the Company at no cost. All shares and associated amounts have been retroactively restated to reflect the return of the shares (See Note 4)
[2]	This number includes an aggregate of up to 106,875 shares of the Company’s Class B common stock subject to forfeiture if the over-allotment option for the Company’s initial public offering is not exercised in full by the underwriters. (See Note 4 and Note 6)

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flow from operating activities:
Net loss	$ (2,578)	$ (2,836)
Changes in operating assets and liabilities:
Increase/(decrease) in accounts payable/affiliate	3,089	(1,164)
Increase/(decrease) in prepaid expenses - franchise taxes	(860)
Net cash used in operating activities	(349)	(4,000)
Net decrease in cash	(349)	(4,000)
Cash at beginning of period	315,600	319,600
Cash at end of period	315,251	315,600
Supplemental disclosure of non-cash financing activities:
Accrued offering costs	$ 331,650	$ 205,735

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Silver Run Acquisition Corporation III was incorporated in Delaware on September 7, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Initial Business Combination Securities Act JOBS Act Company At September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation and initial public offering (“ Initial Public Offering The registration statement for the Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 6,000,000 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $11,654,536, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $654,536 of other offering costs. In addition, at October 22, 2020, cash of $2,577,151 was held outside of the Trust Account (as defined below) and is available for working capital purposes. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On November 9, 2020, the underwriters partially exercised the over-allotment option and, on November 12, 2020, the underwriters purchased an additional 2,572,502 units (the “Over-allotment Units”), generating gross proceeds of $25,725,020. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The over-allotment option will expire on December 3, 2020. Following the closing of the Initial Public Offering on October 22, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (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. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 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 interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on October 21, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on October 28, 2020 and November 18, 2020. The interim results for the periods from January 1, 2020 through September 30, 2020 and January 1, 2019 through September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future periods. The Company incurred $2,578 and $2,836 of expenses for the period from January 1, 2020 through September 30, 2020 and January 1, 2019 through September 30, 2019, 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 JOBS Act 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 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 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. Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Weighted average shares were reduced for the effect of an aggregate of 106,875 of Class B shares of common stock that were subject to forfeiture if the over-allotment option for the Initial Public Offering was not exercised in full or in part by the underwriters (see Note 3). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 sheets, primarily due to their short term nature. Use of Estimates The preparation of unaudited condensed interim financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed interim financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates. Cash Cash includes amounts held at banks with an original maturity of less than three months. As of September 30, 2020 and December 31, 2019, the Company held $315,251 and $315,600, respectively, in cash. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,654,536 were charged to stockholders’ equity upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. As of September 30, 2020 and December 31, 2019, the Company had $354,650 and $23,000, respectively, of deferred offering costs on the accompanying balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed interim financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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, deferred tax assets or valuations against them as of September 30, 2020 and December 31, 2019, respectively. 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 at September 30, 2020 and December 31, 2019, respectively. 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. The Company had no tax liability as of September 30, 2020 and December 31, 2019, respectively. Deferred tax assets were immaterial as of September 30, 2020 and December 31, 2019 and the provision for income taxes was immaterial for the nine months ended September 30, 2020 and 2019, respectively. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2020
Regulated Operations [Abstract]
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“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 (see Note 6). The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On November 9, 2020, the underwriters partially exercised the over-allotment option and, on November 12, 2020, the underwriters purchased the Over-allotment Units, generating gross proceeds of $25,725,020. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The over-allotment option will expire on December 3, 2020.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On September 12, 2017, the Sponsor purchased 11,500,000 shares of Class B common stock (the “ Founder Shares The Sponsor and the Company’s officers and directors and an affiliate of the Company’s chief executive officer have waived their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor and the Company’s officers and directors and an affiliate of the Company’s chief executive officer have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s 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 (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer purchased 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have 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. Registration Rights Pursuant to a Registration Rights Agreements entered into on October 19, 2020, the holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On September 12, 2017, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note Maturity Date In addition to the Note, the Sponsor paid certain costs related to formation and offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in capital. As of October 22, 2020, the Company owed the Sponsor $135,941 for additional offering costs, which were subsequently paid back in November 2020. Advance from Related Party As of October 22, 2020, the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. As of October 22, 2020, advances amounting to $600,000 were outstanding. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, in order to finance transaction costs in connection with an Initial 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. If the Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of September 30, 2020 and December 31, 2019, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less applicable underwriting discounts and commissions. On November 9, 2020, the underwriters partially exercised the over-allotment option and, on November 12, 2020, the underwriters purchased the Over-allotment Units, generating gross proceeds of $25,725,020. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The over-allotment option will expire on December 3, 2020. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option to purchase additional Units is exercised in full). 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties The Sponsor continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed interim financial statements. The unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 6 — Stockholder’s Equity Common Stock On October 19, 2020, the Company amended and restated its certificate of incorporation to, among other things, increase the number of authorized shares of Class A Common Stock from 200,000,000 to 250,000,000. The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2020, there were no shares of Class A common stock issued or outstanding. At September 30, 2020 and December 31, 2019, there were 5,750,000 shares of Class B common stock issued and outstanding, which reflects that on September 18, 2020, October 7, 2020 and October 8, 2020, the Sponsor agreed to return 2,875,000, 1,437,500 and 1,437,500 Founder Shares, respectively, to the Company at no cost. The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted 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. As a result of the underwriters’ election to partially exercise their over-allotment option, 643,125 Founder Shares are no longer subject to forfeiture, resulting in 106,875 Founder Shares remaining subject to forfeiture. The over-allotment option will expire on December 3, 2020. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock 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 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Warrants Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The exercise price of each warrant is $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. The warrants will become exercisable on the later of: ● 30 days after the completion of the Initial Business Combination or, ● 12 months from the closing of the Initial Public Offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s 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 the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described in the prospectus for the Initial Public Offering 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, referred to as the 30-day redemption period; and ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 warrantholders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described in the prospectus for the Initial Public Offering, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Company’s Class A common stock (as defined below) except as otherwise described in the warrant agreement; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; and ● if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number the number of shares of Class A common stock to be issued to the holder.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events Management has evaluated the impact of subsequent events through the date the unaudited condensed interim financial statements were available to be issued. All subsequent events required to be disclosed are included in the unaudited condensed interim financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on October 21, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on October 28, 2020 and November 18, 2020. The interim results for the periods from January 1, 2020 through September 30, 2020 and January 1, 2019 through September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future periods. The Company incurred $2,578 and $2,836 of expenses for the period from January 1, 2020 through September 30, 2020 and January 1, 2019 through September 30, 2019, respectively.
Emerging Growth Company	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 JOBS Act 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 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 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.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Weighted average shares were reduced for the effect of an aggregate of 106,875 of Class B shares of common stock that were subject to forfeiture if the over-allotment option for the Initial Public Offering was not exercised in full or in part by the underwriters (see Note 3). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short term nature.
Use of Estimates	Use of Estimates The preparation of unaudited condensed interim financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed interim financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents	Cash Cash includes amounts held at banks with an original maturity of less than three months. As of September 30, 2020 and December 31, 2019, the Company held $315,251 and $315,600, respectively, in cash.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,654,536 were charged to stockholders’ equity upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. As of September 30, 2020 and December 31, 2019, the Company had $354,650 and $23,000, respectively, of deferred offering costs on the accompanying balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed interim financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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, deferred tax assets or valuations against them as of September 30, 2020 and December 31, 2019, respectively. 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 at September 30, 2020 and December 31, 2019, respectively. 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. The Company had no tax liability as of September 30, 2020 and December 31, 2019, respectively. Deferred tax assets were immaterial as of September 30, 2020 and December 31, 2019 and the provision for income taxes was immaterial for the nine months ended September 30, 2020 and 2019, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Nov. 12, 2020	Oct. 22, 2020	Sep. 30, 2020	Dec. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10
Transaction cost			$ 11,654,536
Underwriting fees			4,000,000
Deferred underwriting fees			7,000,000
Other offering costs			654,536
Cash			$ 315,251	$ 315,600
Redemption of public shares, percentage			100.00%
Fair market value in the trust account, percentage			80.00%
Net tangible assets			$ 5,000,001
Dissolution expenses			$ 100,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)			20,000,000
Price per unit (in Dollars per share)			$ 10
Over-allotment Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)			3,000,000
Price per unit (in Dollars per share)			$ 10
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash		$ 2,577,151
Subsequent Event [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)		20,000,000
Gross proceeds		$ 200,000,000
Subsequent Event [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)		6,000,000
Gross proceeds		$ 6,000,000
Price per unit (in Dollars per share)		$ 1
Subsequent Event [Member] | Over-allotment Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)	2,572,502
Gross proceeds	$ 25,725,020
Underwriting fees	514,500
Deferred underwriting fees	$ 900,376

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	Nov. 12, 2020	Sep. 30, 2020	Oct. 22, 2020	Dec. 31, 2019	Sep. 30, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Incurred expenses		$ 2,578			$ 2,836
Federal depository insurance coverage		250,000
Cash		315,251		$ 315,600
Offering costs amounting		11,654,536
Underwriting fees		4,000,000
Deferred underwriting fees		7,000,000
Deferred offering costs	$ 354,650	$ 354,650		$ 23,000
Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash			$ 2,577,151
Over-allotment Units [Member] | Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Underwriting fees	514,500
Deferred underwriting fees	$ 900,376
Class B common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Effect of an aggregate (in Shares)		106,875

Public Offering (Details)

Public Offering (Details) - USD ($)	Nov. 12, 2020	Oct. 22, 2020	Sep. 30, 2020
Public Offering (Details) [Line Items]
Sale of price per share (in Dollars per share)			$ 10
Underwriting fees			$ 4,000,000
IPO [Member]
Public Offering (Details) [Line Items]
Sale of stock (in Shares)			20,000,000
Sale of price per share (in Dollars per share)			$ 10
Initial offering, description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“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 (see Note 6).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of stock (in Shares)			3,000,000
Sale of price per share (in Dollars per share)			$ 10
Subsequent event [Member] | IPO [Member]
Public Offering (Details) [Line Items]
Sale of stock (in Shares)		20,000,000
Gross proceeds		$ 200,000,000
Subsequent event [Member] | Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of stock (in Shares)	2,572,502
Gross proceeds	$ 25,725,020
Underwriting fees	514,500
Deferred underwriting fees	$ 900,376

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 31, 2020	Oct. 22, 2020	Dec. 31, 2019	Sep. 13, 2017	Sep. 12, 2017	Sep. 18, 2020	Sep. 12, 2017	Sep. 30, 2020
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)								$ 10
Founder shares percentage								20.00%
Founder shares, description								The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s 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 (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Warrants price (in Dollars per share)								$ 0.01
Pay an affiliate								$ 10,000
Promissory note [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan					$ 300,000
Drew down from note				$ 300,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants (in Shares)								6,000,000
Price per warrant (in Dollars per share)								$ 1
Purchase price								$ 6,000,000
Additional warrants (in Shares)								600,000
Additional price (in Dollars per share)								$ 1
Additional warrants proceeds								$ 600,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Founder shares percentage	20.00%
Subsequent Event [Member] | Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Warrants price (in Dollars per share)		$ 1
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Costs forgiven by sponsor			$ 219,022
Warrants price (in Dollars per share)								$ 1
Working capital loans								$ 1,500,000
Sponsor [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Additional offering costs		$ 135,941
Sponsor and Affiliate [Member] | Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)								$ 1
Additional warrants (in Shares)								514,500
Additional warrants proceeds								$ 514,500
Sponsor and Affiliate [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Additional warrants (in Shares)		514,500
Advance		$ 600,000
Advance outstanding		$ 600,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)								$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture								$ 106,875
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants (in Shares)							11,500,000
Founder aggregate price					$ 25,000		$ 25,000
Price per warrant (in Dollars per share)					$ 0.002		$ 0.002
Additional founder shares return (in Shares)						2,875,000
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Additional founder shares return (in Shares)	2,875,000
Founder Shares [Member] | Sponsor and Affiliate [Member] | Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares (in Shares)	750,000
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture								$ 643,125
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase price per share (in Dollars per share)								$ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Nov. 12, 2020	Sep. 30, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriting discount, description		The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less applicable underwriting discounts and commissions.
Underwriting fees		$ 4,000,000
Price per share (in Dollars per share)		$ 10
Deferred fee		$ 7,000,000
Sponsor [Member]
Commitments and Contingencies (Details) [Line Items]
Price per share (in Dollars per share)		$ 0.35
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Price per share (in Dollars per share)		$ 10
Deferred fee		$ 8,050,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 25,725,020
Underwriting fees	514,500
Deferred underwriting fees	$ 900,376

Stockholder's Equity (Details)

Stockholder's Equity (Details) - USD ($)	Oct. 31, 2020	Sep. 30, 2020	Oct. 22, 2020	Oct. 19, 2020	Oct. 08, 2020	Oct. 07, 2020	Sep. 18, 2020	Dec. 31, 2019
Stockholder's Equity (Details) [Line Items]
Common stock voting rights		one
Founder shares (in Shares)							2,875,000
Aggregated of forfeited shares (in Shares)		750,000
Founder shares percentage		20.00%
Preferred stock, shares authorized (in Shares)		1,000,000						1,000,000
Preferred stock, par value		$ 0.0001						$ 0.0001
Warrant price per share		11.50
Business combination issue price		$ 9.20
Exercise price of warrants percentage		115.00%
warrant price		$ 0.01
Common stock exceeds price		10
Warrant price		0.10
Redemption to the warrantholders per share		$ 18
Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Founder shares (in Shares)					1,437,500	1,437,500
Founder shares percentage	20.00%
Warrant [Member]
Stockholder's Equity (Details) [Line Items]
Warrants description		The warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Warrant [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
warrant price			$ 1
Class A common stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock authorized (in Shares)		200,000,000						200,000,000
Common stock, par value		$ 0.0001						$ 0.0001
Common stock, shares issued (in Shares)
Common stock exceeds price		$ 18
Class A common stock [Member] | Subsequent event [Member]
Stockholder's Equity (Details) [Line Items]
Common stock authorized shares (in Shares)				250,000,000
Common stock, par value				$ 0.0001
Class A common stock [Member] | Warrant [Member]
Stockholder's Equity (Details) [Line Items]
Common stock at a price		$ 11.50
Class B common stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock authorized (in Shares)		20,000,000						20,000,000
Common stock, par value		$ 0.0001						$ 0.0001
Common stock, shares issued (in Shares)		5,750,000						5,750,000
Founder Shares [Member]
Stockholder's Equity (Details) [Line Items]
subject to forfeiture (in Dollars)		$ 106,875
Founder Shares [Member] | Over-Allotment Option [Member]
Stockholder's Equity (Details) [Line Items]
subject to forfeiture (in Dollars)		$ 643,125