Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | May 04, 2021 | Jun. 30, 2020 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends and restates certain items noted below of the Annual Report on Form 10-K of Crescent Acquisition Corp (the “Company”, “we”, “our” or “us”) as of and for the years ended December 31, 2020 and 2019, as filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2021 (the “Original Filing”). This Form 10-K/A amends the Original Filing to reflect the correction of an error in its unaudited interim financial statements as of and for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 and its audited financial statements as of and for the periods ended December 31, 2020 and 2019. The correction involves only non-cash adjustments. On April 12, 2021, the Staff of the SEC's Division of Corporation Finance (“Staff”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the SEC Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) as well as for the forward purchase agreement entered into with its investment adviser (the “Forward Purchase Agreement”), and concluded that the Warrants and the Forward Purchase Agreement should be treated as derivative liabilities pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”) rather than as components of equity as the Company previously treated the Warrants and the Forward Purchase Agreement. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Crescent Acquisition Corp | ||
Entity Central Index Key | 0001723648 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-38825 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3447941 | ||
Entity Address, Address Line One | 11100 Santa Monica Blvd | ||
Entity Address, Address Line Two | Suite 2000 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90025 | ||
City Area Code | 310 | ||
Local Phone Number | 235-5900 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 261,500,000 | ||
Class A | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 24,987,762 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading symbol | CRSA | ||
Security Exchange Name | NASDAQ | ||
Class F | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,250,000 | ||
Class A Common Stock and One-half of One Redeemable Warrant | |||
Document And Entity Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant | ||
Trading symbol | CRSAU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants | |||
Document And Entity Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole Warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading symbol | CRSAW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 306,626 | $ 1,126,200 |
Prepaid expenses | 27,353 | 108,675 |
Other assets | 23,000 | |
Total current assets | 356,979 | 1,234,875 |
Cash and investments held in Trust Account | 253,628,041 | 253,569,459 |
Total assets | 253,985,020 | 254,804,334 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,611,543 | 326,401 |
Accrued franchise and income taxes | 491,781 | |
Advance from related party | 493 | 121,694 |
Total current liabilities | 2,612,036 | 939,876 |
Warrant liability | 33,015,000 | 20,010,000 |
Forward Purchase Agreement liability | 5,185,000 | 3,396,000 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
Total liabilities | 49,562,036 | 33,095,876 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 19,942,298 and 21,670,845 shares at redemption value of approximately $10.00 per share as of December 31, 2020 and 2019, respectively | 199,422,980 | 216,708,450 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 18,663,057 | 1,377,759 |
(Accumulated deficit) retained earnings | (13,664,184) | 3,621,291 |
Total stockholders’ equity | 5,000,004 | 5,000,008 |
Total liabilities and stockholders’ equity | 253,985,020 | 254,804,334 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 506 | 333 |
Class F | ||
Stockholders’ Equity | ||
Common stock | $ 625 | $ 625 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Temporary equity, shares issued | 19,942,298 | 21,670,845 |
Temporary equity, per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 5,057,702 | 3,329,155 |
Common stock, shares outstanding | 5,057,702 | 3,329,155 |
Class F | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 0 | $ 0 |
General and administrative expenses | (3,264,815) | (526,625) |
Loss from operations | (3,264,815) | (526,625) |
Change in the fair value of the Warrant liability | (13,005,000) | 10,850,000 |
Change in the fair value of the Forward Purchase Agreement liability | (1,789,000) | (1,361,000) |
Initial classification of Forward Purchase Agreement liability | (2,035,000) | |
Offering cost associated with Warrants recorded as liabilities | (1,465,314) | |
Loss on sale of Private Placement Warrants | (5,110,000) | |
Interest income on Trust Account | 910,070 | 4,472,458 |
(Loss) income before income taxes | (17,148,745) | 4,824,519 |
Provision for income taxes | (136,730) | (1,195,607) |
Net (loss) income | $ (17,285,475) | $ 3,628,912 |
Class A | ||
Net (loss) income per share information: | ||
Weighted average common stock outstanding (basic and diluted): | 25,000,000 | 25,000,000 |
Net income (loss) per common stock (basic and diluted) | $ 0.02 | $ 0.12 |
Class F | ||
Net (loss) income per share information: | ||
Weighted average common stock outstanding (basic and diluted): | 6,250,000 | 6,250,000 |
Net income (loss) per common stock (basic and diluted) | $ (2.85) | $ 0.09 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Class A | Class F | Common StockClass A | Common StockClass F | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) |
Balance at Dec. 31, 2018 | $ 17,379 | $ 719 | $ 24,281 | $ (7,621) | |||
Balance in Shares at Dec. 31, 2018 | 7,187,500 | ||||||
Net income (loss) | (7,962,948) | ||||||
Balance in Shares at Mar. 31, 2019 | 4,488,341 | ||||||
Balance at Dec. 31, 2018 | 17,379 | $ 719 | 24,281 | (7,621) | |||
Balance in Shares at Dec. 31, 2018 | 7,187,500 | ||||||
Net income (loss) | 5,923,646 | ||||||
Balance in Shares at Jun. 30, 2019 | 3,099,681 | ||||||
Balance at Dec. 31, 2018 | 17,379 | $ 719 | 24,281 | (7,621) | |||
Balance in Shares at Dec. 31, 2018 | 7,187,500 | ||||||
Net income (loss) | 3,776,118 | ||||||
Balance in Shares at Sep. 30, 2019 | 3,314,434 | ||||||
Balance at Dec. 31, 2018 | 17,379 | $ 719 | 24,281 | (7,621) | |||
Balance in Shares at Dec. 31, 2018 | 7,187,500 | ||||||
Sale of Units in Initial Public Offering net of underwriter discount and offering cost less fair value of Public Warrants | 218,062,167 | $ 2,500 | 218,059,667 | ||||
Sale of Units in Initial Public Offering net of underwriter discount and offering cost less fair value of Public Warrants, shares | 25,000,000 | ||||||
Forfeited Class F common stock by Sponsor | $ (94) | 94 | |||||
Forfeited Class F common stock by Sponsor, Shares | (937,500) | ||||||
Class A common stock subject to possible redemption | (216,708,450) | $ (2,167) | (216,706,283) | ||||
Class A common stock subject to possible redemption, Shares | (21,670,845) | ||||||
Net income (loss) | 3,628,912 | 3,628,912 | |||||
Balance at Dec. 31, 2019 | 5,000,008 | $ 333 | $ 625 | 1,377,759 | 3,621,291 | ||
Balance in Shares at Dec. 31, 2019 | 3,329,155 | 6,250,000 | 3,329,155 | 6,250,000 | |||
Balance in Shares at Mar. 31, 2019 | 4,488,341 | ||||||
Net income (loss) | 13,886,594 | ||||||
Balance in Shares at Jun. 30, 2019 | 3,099,681 | ||||||
Net income (loss) | (2,147,528) | ||||||
Balance in Shares at Sep. 30, 2019 | 3,314,434 | ||||||
Balance in Shares at Dec. 31, 2019 | 3,329,155 | 6,250,000 | 3,329,155 | 6,250,000 | |||
Net income (loss) | 774,422 | ||||||
Balance in Shares at Mar. 31, 2020 | 3,251,713 | ||||||
Balance at Dec. 31, 2019 | 5,000,008 | $ 333 | $ 625 | 1,377,759 | 3,621,291 | ||
Balance in Shares at Dec. 31, 2019 | 3,329,155 | 6,250,000 | 3,329,155 | 6,250,000 | |||
Net income (loss) | (14,139,315) | ||||||
Balance in Shares at Jun. 30, 2020 | 4,743,086 | ||||||
Balance at Dec. 31, 2019 | 5,000,008 | $ 333 | $ 625 | 1,377,759 | 3,621,291 | ||
Balance in Shares at Dec. 31, 2019 | 3,329,155 | 6,250,000 | 3,329,155 | 6,250,000 | |||
Net income (loss) | (696,348) | ||||||
Balance in Shares at Sep. 30, 2020 | 3,398,790 | ||||||
Balance at Dec. 31, 2019 | 5,000,008 | $ 333 | $ 625 | 1,377,759 | 3,621,291 | ||
Balance in Shares at Dec. 31, 2019 | 3,329,155 | 6,250,000 | 3,329,155 | 6,250,000 | |||
Class A common stock subject to possible redemption | 17,285,471 | $ 173 | 17,285,298 | ||||
Class A common stock subject to possible redemption, Shares | 1,728,547 | ||||||
Net income (loss) | (17,285,475) | (17,285,475) | |||||
Balance at Dec. 31, 2020 | 5,000,004 | $ 506 | $ 625 | $ 18,663,057 | $ (13,664,184) | ||
Balance in Shares at Dec. 31, 2020 | 5,057,702 | 6,250,000 | 5,057,702 | 6,250,000 | |||
Balance in Shares at Mar. 31, 2020 | 3,251,713 | ||||||
Net income (loss) | (14,913,737) | ||||||
Balance in Shares at Jun. 30, 2020 | 4,743,086 | ||||||
Net income (loss) | $ 13,442,967 | ||||||
Balance in Shares at Sep. 30, 2020 | 3,398,790 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||||||||
Net (loss) income | $ 774,422 | $ (7,962,948) | $ (14,139,315) | $ 5,923,646 | $ (696,348) | $ 3,776,118 | $ (17,285,475) | $ 3,628,912 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Interest earned on securities held in Trust Account | (910,070) | (4,472,458) | ||||||
Change in the fair value of the Warrant liability | 1,115,000 | (265,000) | 12,670,000 | (13,775,000) | 1,270,000 | (11,130,000) | 13,005,000 | (10,850,000) |
Change in the fair value of the Forward Purchase Agreement liability | (1,404,000) | (211,000) | 1,825,000 | 462,000 | (635,000) | 1,018,000 | 1,789,000 | 1,361,000 |
Initial classification of Forward Purchase Agreement liability | 2,035,000 | 2,035,000 | 2,035,000 | 2,035,000 | ||||
Offering cost associated with Warrants recorded as liabilities | 1,465,314 | 1,465,314 | 1,465,314 | 1,465,314 | ||||
Loss on sale of Private Placement Warrants | 5,110,000 | 5,110,000 | 5,110,000 | 5,110,000 | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 81,322 | (108,675) | ||||||
Other assets | (23,000) | |||||||
Accounts payable and accrued expenses | 2,285,142 | 83,660 | ||||||
Accrued franchise and income taxes | (491,781) | 491,781 | ||||||
Net cash used in operating activities | (392,069) | 239,455 | (561,642) | (306,922) | (1,373,968) | (856,547) | (1,549,862) | (1,255,466) |
Cash Flows from Investing Activities | ||||||||
Investment of cash in Trust Account | (250,000,000) | |||||||
Interest income released from Trust Account to pay taxes | 851,488 | 903,000 | ||||||
Net cash provided by (used in) investing activities | 200,000 | (250,000,000) | 707,600 | (250,000,000) | 765,483 | (249,422,674) | 851,488 | (249,097,000) |
Cash Flows from Financing Activities | ||||||||
Proceeds from Initial Public Offering, net of underwriters' discount | 250,000,000 | |||||||
Proceeds from sale of Private Placement Warrants | 7,000,000 | |||||||
Advances from related party | 169,257 | 454,757 | ||||||
Repayment of advances from related party | (290,457) | (333,063) | ||||||
Proceeds from note payable - related party | 37,120 | |||||||
Repayment of note payable - related party | (300,000) | |||||||
Payment of offering costs | (5,425,044) | |||||||
Net cash (used in) provided by financing activities | (73,736) | 251,342,222 | (70,954) | 251,398,074 | (83,629) | 251,360,801 | (121,200) | 251,433,770 |
Net (decrease) increase in cash | (265,805) | 1,581,677 | 75,004 | 1,091,152 | (692,114) | 1,081,580 | (819,574) | 1,081,304 |
Cash—beginning of the year | 1,126,200 | 44,896 | 1,126,200 | 44,896 | 1,126,200 | 44,896 | 1,126,200 | 44,896 |
Cash—end of the year | 306,626 | 1,126,200 | ||||||
Supplemental disclosure of non-cash activities: | ||||||||
Deferred underwriting fee payable charged to additional paid-in capital in connection with the Initial Public Offering | 8,750,000 | |||||||
Deferred offering costs charged to additional paid-in capital upon completion of the Initial Public Offering | 478,104 | |||||||
Forfeiture of shares of Class F common stock | 94 | |||||||
Class A common stock subject to possible redemption | $ 774,420 | 205,116,590 | $ (14,139,310) | 219,003,190 | $ (696,350) | 216,855,660 | (17,285,470) | 216,708,450 |
Initial classification of Warrant liability | $ 30,860,000 | $ 30,860,000 | $ 30,860,000 | 30,860,000 | ||||
Supplemental cash flow disclosure: | ||||||||
Cash paid for taxes | $ 851,488 | $ 903,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General Crescent Acquisition Corp (formerly known as Crescent Funding Inc.) (the “Company”, “we”, “our” or “us”) was incorporated in Delaware on November 17, 2017. On October 30, 2018, the Company changed its name to Crescent Acquisition Corp. 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 Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from November 17, 2017 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, a search for a business combination as described below. The Company will not generate any operating revenues until after completion of its initial business combination, at the earliest. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Sponsor and Financing The Company’s sponsor is CFI Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2019. On March 12, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 5) and incurring offering costs of approximately $14,650,000, consisting principally of underwriter discounts of $13,750,000 (including $8,750,000 of which payment is deferred) and approximately $900,000 of other offering costs. The Company intends to finance its initial business combination with proceeds from the $250,000,000 Initial Public Offering of Units and a $7,000,000 private placement (see Note 5). Upon the closing of the Initial Public Offering and the private placement, $250,000,000 was placed in a trust account (the “Trust Account”). Trust Account Funds from the Initial Public Offering have been placed in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. Treasury obligations with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and that invest only in direct U.S. Treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of an 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 earned on the funds held in the Trust Account that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete an initial business combination by June 30, 2021 or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial business combination by June 30, 2021 (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. See Note 11 included in these consolidated financial statements for a subsequent event regarding an extension to complete an initial business combination. 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. An 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 value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into an 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 an 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 an 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 an initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, 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 an initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of an 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 applicable law or under stock exchange listing requirements. 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 an 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 an initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such shares of Class A common stock are 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”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete an initial business combination by June 30, 2021, 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 the Company to pay its 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 stockholders’ 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 officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree 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 an initial business combination by June 30, 2021. 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 an initial business combination within the prescribed time period. See Note 11 included in these consolidated financial statements for a subsequent event regarding an extension to complete an initial business combination. 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 an initial business combination, subject to the limitations described herein. On June 24, 2020, the Company entered into an Agreement and Plan of Merger (the “F45 Merger Agreement”), by and among the Company, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of the Company, Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company, F45 Training Holdings Inc., a Delaware corporation (“F45”), and Shareholder Representative Services LLC, a Colorado limited liability company. On October 5, 2020, the Company and F45 entered into a Termination and Release Agreement, effective as of such date, pursuant to which the parties agreed to mutually terminate the F45 Merger Agreement. On January 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Function Acquisition I Corp, a Delaware corporation and the Company’s direct, wholly owned subsidiary (“First Merger Sub”), Function Acquisition II LLC, a Delaware limited liability company and its direct, wholly owned subsidiary (“Second Merger Sub”), LiveVox Holdings, Inc., a Delaware corporation (“LiveVox”), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact of the stockholder of LiveVox (in such capacity, the “Stockholder Representative”). The Merger Agreement provides for, among other things, (i) the merger of First Merger Sub with and into LiveVox, with LiveVox continuing as the surviving corporation (the “Surviving Corporation”) and becoming its direct, wholly owned subsidiary as a consequence (the “First Merger”) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of the Surviving Corporation with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity, which will be renamed such name as LiveVox shall designate no later than five business days prior to the closing of the transaction (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), in each case, in accordance with the terms and subject to the conditions of the Merger Agreement. Following the closing of the Business Combination, the Company will own, directly or indirectly, all the stock of LiveVox and its direct and indirect subsidiaries and LiveVox TopCo, LLC, a Delaware limited liability company and the sole stockholder of LiveVox as of immediately prior to the effective time of the First Merger (the “LiveVox Stockholder”) will hold a portion of the Company’s stock. The Company mailed to its shareholders of record as of January 22, 2021, a definitive proxy statement for a special meeting of shareholders to be held on February 17, 2021 (the “Special Meeting”) to approve an extension of time for the Company to complete its initial business combination through June 30, 2021 (the “Extension Date”). The Charter Extension and Trust Extension Proposals were approved, providing the Company’s shareholders with more time to evaluate its Business Combination. In connection with the vote to approve the Charter Extension and Trust Extension Proposals, the holders of 12,238 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.14 per share, for an aggregate redemption amount of $124,138. As such, only approximately 0.05% of the Class A ordinary shares were redeemed and approximately 99.95% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in the Company’s trust account will be $253,467,308. Going Concern Consideration The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had $306,626 available outside the Trust Account to fund its working capital requirements, $3,628,041 of investment income held in the Trust Account available to be released to pay for franchise and income taxes and working capital of $(2,255,057). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Prior to the completion of the Company’s Initial Public Offering, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares (as defined below) to the Company’s Sponsor, $300,000 in a note payable and $118,323 in advances from an affiliate of the Sponsor. The Company fully repaid these borrowings and advances from the Sponsor and related parties. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Restatement of Previously Issued Financial Statements The Company has restated its audited financial statements as of and for the years ended December 31, 2020 and 2019 as well as the audited balance sheet as of March 12, 2019. The Company has also restated its unaudited financial statements as of for the three months ended March 31, 2020 and 2019, the three and six months ended June 30, 2020 and 2019 and the three and nine months ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance on certain warrants and forward purchase agreement, recognizing them as equity instead of a warrant liability, under the guidance of ASC 815-40 , “Contracts in Entity’s Own Equity” |
Restatement of Previously Issue
Restatement of Previously Issued Audited and Unaudited Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Restatement of Previously Issued Audited and Unaudited Financial Statements | 2. Restatement of Previously Issued Audited and Unaudited Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for Warrants (as defined in Note 5) and Forward Purchase Agreement (as defined in Note 5) under ASC 815-40 and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Warrants and Forward Purchase Agreement meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and Forward Purchase Agreement as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date. The Company's prior accounting treatment for the Warrants and Forward Purchase Agreement was equity classification rather than as derivative liabilities. Accounting for the Warrants and Forward Purchase Agreement as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and Forward Purchase Agreement to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and Forward Purchase Agreement in the Company's financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. The following presents the restated financial statements as of and for the years ended December 31, 2020 and 2019. As of December 31, 2020 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 33,015,000 $ 33,015,000 Forward Purchase Agreement liability - 5,185,000 5,185,000 Total liabilities 11,362,036 38,200,000 49,562,036 Class A common stock subject to possible redemption 237,622,980 (38,200,000 ) 199,422,980 Class A common stock 124 382 506 Additional paid-in capital 4,748,125 13,914,932 18,663,057 Retained earnings (accumulated deficit) 251,130 (13,915,314 ) (13,664,184 ) Class A common stock subject to possible redemption—shares outstanding 23,762,298 (3,820,000 ) 19,942,298 Class A common stock—shares issued and outstanding 1,237,702 3,820,000 5,057,702 As of December 31, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 20,010,000 $ 20,010,000 Forward Purchase Agreement liability - 3,396,000 3,396,000 Total liabilities 9,689,876 23,406,000 33,095,876 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Class A common stock 99 234 333 Additional paid-in capital 2,256,679 (878,920 ) 1,377,759 Retained earnings 2,742,605 878,686 3,621,291 Class A common stock subject to possible redemption—shares outstanding 24,011,445 (2,340,600 ) 21,670,845 Class A common stock—shares issued and outstanding 988,555 2,340,600 3,329,155 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (13,005,000 ) $ (13,005,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,789,000 ) (1,789,000 ) Loss before income taxes (2,354,745 ) (14,794,000 ) (17,148,745 ) Net loss (2,491,475 ) (14,794,000 ) (17,285,475 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.49 ) $ (2.36 ) $ (2.85 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 10,850,000 $ 10,850,000 Change in the fair value of the Forward Purchase Agreement liability - (1,361,000 ) (1,361,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 3,945,833 878,686 4,824,519 Net income 2,750,226 878,686 3,628,912 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.05 ) $ 0.14 $ 0.09 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (2,491,475 ) $ (14,794,000 ) $ (17,285,475 ) Change in the fair value of Warrant liability - 13,005,000 13,005,000 Change in the fair value of the Forward Purchase Agreement liability - 1,789,000 1,789,000 Net cash used in operating activities (1,549,862 ) - (1,549,862 ) Net cash provided by investing activities 851,488 - 851,488 Net cash used in financing activities (121,200 ) - (121,200 ) Net decrease in cash (819,574 ) - (819,574 ) Change in Class A common stock subject to possible redemption (2,491,471 ) (14,793,999 ) (17,285,470 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,750,226 $ 878,686 $ 3,628,912 Change in the fair value of Warrant liability - (10,850,000 ) (10,850,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,361,000 1,361,000 Initial classification of Forward Purchase Agreement liability 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrant 5,110,000 5,110,000 Net cash used in operating activities (1,255,466 ) - (1,255,466 ) Net cash used in investing activities (249,097,000 ) - (249,097,000 ) Net cash provided by financing activities 251,433,770 - 251,433,770 Net increase in cash 1,081,304 - 1,081,304 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Initial classification of Warrant liability - 30,860,000 30,860,000 The following presents the restatement of previously reported condensed balance sheets as of March 31, 2020, June 30, 2020, September 30, 2020, March 12, 2019, March 31, 2019, June 30, 2019 and September 30, 2019. As of March 31, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,125,000 $ 21,125,000 Forward Purchase Agreement liability - 1,992,000 1,992,000 Total liabilities 9,600,007 23,117,000 32,717,007 Class A common stock subject to possible redemption 240,599,870 (23,117,000 ) 217,482,870 Class A common stock 94 231 325 Additional paid-in capital 1,771,264 (1,167,917 ) 603,347 Retained earnings 3,228,027 1,167,686 4,395,713 Class A common stock subject to possible redemption—shares outstanding 24,059,987 (2,311,700 ) 21,748,287 Class A common stock—shares issued and outstanding 940,013 2,311,700 3,251,713 As of June 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 32,680,000 $ 32,680,000 Forward Purchase Agreement liability - 5,221,000 5,221,000 Total liabilities 9,596,571 37,901,000 47,497,571 Class A common stock subject to possible redemption 240,470,140 (37,901,000 ) 202,569,140 Class A common stock 95 379 474 Additional paid-in capital 1,900,993 13,615,935 15,516,928 Retained earnings (accumulated deficit) 3,098,290 (13,616,314 ) (10,518,024 ) Class A common stock subject to possible redemption—shares outstanding 24,047,014 (3,790,100 ) 20,256,914 Class A common stock—shares issued and outstanding 952,986 3,790,100 4,743,086 As of September 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,280,000 $ 21,280,000 Forward Purchase Agreement liability - 2,761,000 2,761,000 Total liabilities 9,155,490 24,041,000 33,196,490 Class A common stock subject to possible redemption 240,053,100 (24,041,000 ) 216,012,100 Class A common stock 99 241 340 Additional paid-in capital 2,318,029 (243,927 ) 2,074,102 Retained earnings 2,681,257 243,686 2,924,943 Class A common stock subject to possible redemption—shares outstanding 24,005,310 (2,404,100 ) 21,601,210 Class A common stock—shares issued and outstanding 994,690 2,404,100 3,398,790 As of March 12, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,860,000 $ 30,860,000 Forward Purchase Agreement liability - 2,035,000 2,035,000 Total liabilities 9,852,764 32,895,000 42,747,764 Class A common stock subject to possible redemption 237,363,330 (32,895,000 ) 204,468,330 Class A common stock 126 329 455 Additional paid-in capital 5,007,679 8,609,985 13,617,664 Accumulated deficit (8,522 ) (8,610,314 ) (8,618,836 ) Class A common stock subject to possible redemption—shares outstanding 23,736,333 (3,289,500 ) 20,446,833 Class A common stock—shares issued and outstanding 1,263,667 3,289,500 4,553,167 As of March 31, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,595,000 $ 30,595,000 Forward Purchase Agreement liability - 1,824,000 1,824,000 Total liabilities 9,558,989 32,419,000 41,977,989 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Class A common stock 125 324 449 Additional paid-in capital 4,835,419 8,133,990 12,969,409 Retained earnings (accumulated deficit) 163,745 (8,134,314 ) (7,970,569 ) Class A common stock subject to possible redemption—shares outstanding 23,753,559 (3,241,900 ) 20,511,659 Class A common stock—shares issued and outstanding 1,246,441 3,241,900 4,488,341 As of June 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 17,085,000 $ 17,085,000 Forward Purchase Agreement liability - 2,497,000 2,497,000 Total liabilities 9,558,263 19,582,000 29,140,263 Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Class A common stock 114 196 310 Additional paid-in capital 3,785,925 (4,702,882 ) (916,957 ) Retained earnings 1,213,338 4,702,686 5,916,024 Class A common stock subject to possible redemption—shares outstanding 23,858,519 (1,958,200 ) 21,900,319 Class A common stock—shares issued and outstanding 1,141,481 1,958,200 3,099,681 As of September 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 19,730,000 $ 19,730,000 Forward Purchase Agreement liability - 3,053,000 3,053,000 Total liabilities 9,363,197 22,783,000 32,146,197 Class A common stock subject to possible redemption 239,638,660 (22,783,000 ) 216,855,660 Class A common stock 104 227 331 Additional paid-in capital 2,732,465 (1,501,913 ) 1,230,552 Retained earnings 2,266,811 1,501,686 3,768,497 Class A common stock subject to possible redemption—shares outstanding 23,963,866 (2,278,300 ) 21,685,566 Class A common stock—shares issued and outstanding 1,036,134 2,278,300 3,314,434 The following presents the restatement of previously reported unaudited condensed statements of operations for the three months ended March 31, 2020, the three and six months ended June 30, 2020, the three and nine months ended September 30, 2020, the three months ended March 31, 2019, the three and six months ended June 30, 2019 and the three and nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,115,000 ) $ (1,115,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,404,000 1,404,000 Income before income taxes 704,813 289,000 993,813 Net income 485,422 289,000 774,422 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.01 ) $ 0.04 $ 0.03 For the three months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (11,555,000 ) $ (11,555,000 ) Change in the fair value of the Forward Purchase Agreement liability - (3,229,000 ) (3,229,000 ) Loss before income taxes (126,002 ) (14,784,000 ) (14,910,002 ) Net loss (129,737 ) (14,784,000 ) (14,913,737 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.02 ) $ (2.37 ) $ (2.39 ) For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (12,670,000 ) $ (12,670,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,825,000 ) (1,825,000 ) Income (loss) before income taxes 578,812 (14,495,000 ) (13,916,188 ) Net income (loss) 355,685 (14,495,000 ) (14,139,315 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.03 ) $ (2.32 ) $ (2.35 ) For the three months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,400,000 $ 11,400,000 Change in the fair value of the Forward Purchase Agreement liability - 2,460,000 2,460,000 (Loss) income before income taxes (429,235 ) 13,860,000 13,430,765 Net (loss) income (417,033 ) 13,860,000 13,442,967 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.07 ) $ 2.23 $ 2.16 For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,270,000 ) $ (1,270,000 ) Change in the fair value of the Forward Purchase Agreement liability - 635,000 635,000 Income (loss) before income taxes 149,577 (635,000 ) (485,423 ) Net loss (61,348 ) (635,000 ) (696,348 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.10 ) $ (0.10 ) $ (0.20 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 265,000 $ 265,000 Change in the fair value of the Forward Purchase Agreement liability - 211,000 211,000 Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income (loss) before income taxes 216,918 (8,134,314 ) (7,917,396 ) Net income (loss) 171,366 (8,134,314 ) (7,962,948 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (1.30 ) $ (1.31 ) For the three months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,510,000 $ 13,510,000 Change in the fair value of the Forward Purchase Agreement liability - (673,000 ) (673,000 ) Income before income taxes 1,369,240 12,837,000 14,206,240 Net income 1,049,594 12,837,000 13,886,594 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 2.06 $ 2.04 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,775,000 $ 13,775,000 Change in the fair value of the Forward Purchase Agreement liability - (462,000 ) (462,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 1,586,158 4,702,686 6,288,844 Net income 1,220,960 4,702,686 5,923,646 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 0.75 $ 0.73 For the three months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (2,645,000 ) $ (2,645,000 ) Change in the fair value of the Forward Purchase Agreement liability - (556,000 ) (556,000 ) Income (loss) before income taxes 1,353,400 (3,201,000 ) (1,847,600 ) Net income (loss) 1,053,472 (3,201,000 ) (2,147,528 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (0.51 ) $ (0.52 ) For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,130,000 $ 11,130,000 Change in the fair value of the Forward Purchase Agreement liability - (1,018,000 ) (1,018,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants (5,110,000 ) (5,110,000 ) Income before income taxes 2,939,558 1,501,686 4,441,244 Net income 2,274,432 1,501,686 3,776,118 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.04 ) $ 0.24 $ 0.20 The following tables contain the restatement of previously reported unaudited condensed statements of cash flows for the three months ended March 31, 2020, the six months ended June 30, 2020, the nine months ended September 30, 2020, the three months ended March 31, 2019, the six months ended June 30, 2019, the nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 485,422 $ 289,000 $ 774,422 Change in the fair value of Warrant liability - 1,115,000 1,115,000 Change in the fair value of the Forward Purchase Agreement liability - (1,404,000 ) (1,404,000 ) Net cash used in operating activities (392,069 ) - (392,069 ) Net cash provided by investing activities 200,000 - 200,000 Net cash used in financing activities (73,736 ) - (73,736 ) Net decrease in cash (265,805 ) - (265,805 ) Class A common stock subject to possible redemption 485,420 289,000 774,420 For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income (loss) $ 355,685 $ (14,495,000 ) $ (14,139,315 ) Change in the fair value of Warrant liability - 12,670,000 12,670,000 Change in the fair value of the Forward Purchase Agreement liability - 1,825,000 1,825,000 Net cash used in operating activities (561,642 ) - (561,642 ) Net cash provided by investing activities 707,600 - 707,600 Net cash used in financing activities (70,954 ) - (70,954 ) Net increase in cash 75,004 - 75,004 Class A common stock subject to possible redemption 355,690 (14,495,000 ) (14,139,310 ) For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (61,348 ) $ (635,000 ) $ (696,348 ) Change in the fair value of Warrant liability - 1,270,000 1,270,000 Change in the fair value of the Forward Purchase Agreement liability - (635,000 ) (635,000 ) Net cash used in operating activities (1,373,968 ) - (1,373,968 ) Net cash provided by investing activities 765,483 - 765,483 Net cash used in financing activities (83,629 ) - (83,629 ) Net decrease in cash (692,114 ) - (692,114 ) Class A common stock subject to possible redemption (61,350 ) (635,000 ) (696,350 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 171,366 $ (8,134,314 ) $ (7,962,948 ) Change in the fair value of Warrant liability - (265,000 ) (265,000 ) Change in the fair value of the Forward Purchase Agreement liability - (211,000 ) (211,000 ) Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash provided by (used in) operating activities 239,455 - 239,455 Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,342,222 - 251,342,222 Net increase in cash 1,581,677 - 1,581,677 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Initial classification of Warrant liability - 30,860,000 30,860,000 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 1,220,960 $ 4,702,686 $ 5,923,646 Change in the fair value of Warrant liability - (13,775,000 ) (13,775,000 ) Change in the fair value of the Forward Purchase Agreement liability - 462,000 462,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (306,922 ) - (306,922 ) Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,398,074 - 251,398,074 Net increase in cash 1,091,152 - 1,091,152 Change in Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Initial classification of Warrant liability - 30,860,000 30,860,000 For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,274,432 $ 1,501,686 $ 3,776,118 Change in the fair value of Warrant liability - (11,130,000 ) (11,130,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,018,000 1,018,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (856,547 ) - (856,547 ) Net cash used in investing activities (249,422,674 ) - (249,422,674 ) Net cash provided by financing activities 251,360,801 - 251,360,801 Net increase in cash 1,081,580 - 1,081,580 Class A common stock subject to possible redemption 239,638,600 (22,783,000 ) 216,855,660 Initial classification of Warrant liability - 30,860,000 30,860,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Function Acquisition I Corp and Function Acquisition II LLC, since their formation. All material intercompany balances and transactions have been eliminated. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended, or 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 consolidated 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 Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s accompanying consolidated statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. For the year ended December 31, 2020, net income per share, basic and diluted, for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $910,070, net of applicable income and franchise taxes of $336,730, by the weighted average number of shares of Class A common stock outstanding of 25,000,000. For the year ended December 31, 2019, net income per share, basic and diluted, for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $4,472,458, net of applicable income and franchise taxes of $1,395,607, by the weighted average number of shares of Class A common stock outstanding of 25,000,000. Net loss per share, basic and diluted, for Class F common stock is calculated by dividing the net income, less income attributable to Class A common stock, the change in the fair value of the Warrant liability, the change in the fair value of the Forward Purchase Agreement liability, the initial classification of the Forward Purchase Agreement liability, the offering cost associated with Warrants recorded as liabilities and the loss on sale of Private Placement Warrants, by the weighted average number of shares of Class F common stock outstanding for the period Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. 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 December 31, 2020 and 2019. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“ Expenses of Offering Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Public Warrants and Private Placement Warrants has been charged to expense. The portion of offering costs allocated to the Class A common stock has been charged to stockholders’ equity. On March 12, 2019, offering costs totaled $14,653,147 (consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $903,147 of other offering costs), of which $1,465,314 was charged to expense and $13,187,833 was charged to stockholders’ equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2020 and 2019, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020 and 2019, no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception. As of December 31, 2020 and 2019, the Company had deferred tax assets of $885,206 and $70,106, respectively, which had a full valuation allowance recorded against them. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered to be start-up costs and are not currently deductible. During the years ended December 31, 2020 and 2019, the Company recorded income tax expense of $136,730 and $1,195,607, respectively, primarily related to interest income earned on the Trust Account. For the years ended December 31, 2020 and 2019, the Company’s effective tax rate was (0.81)% and 8.90%, respectively, which differs from the expected income tax rate due to the start-up costs which are not currently deductible. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock will be affected by charges against additional paid-in capital. Accordingly, as of December 31, 2020 and 2019, 19,942,298 and 21,670,845, respectively, of the 25,000,000 Public Shares were classified outside of permanent equity. Warrant and Forward Purchase Agreement Liability The Company accounts for the Warrants and Forward Purchase Agreement issued in connection with our initial public offering in accordance with ASC 815-40, under which the Warrants and the Forward Purchase Agreement do not meet the criteria for equity classification and must be recorded as liabilities. As the Warrants and Forward Purchase Agreement meet the definition of a derivative as contemplated in ASC 815, the Warrants and the Forward Purchase Agreement are measured at fair value at inception and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. Recent Accounting Pronouncements The Company’s 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 accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | 4. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. The Sponsor purchased an aggregate of 7,000,000 warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the Initial Public Offering. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one warrant (“Public Warrants”, The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover any over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. The Units that would be issued in connection with the over-allotment option would be identical to the Units issued in the Initial Public Offering. In April 2019, the Underwriters’ over-allotment option expired unexercised by the underwriters. The Company paid an underwriting discount of 2.0% of the gross offering proceeds to the underwriters at the closing of the Initial Public Offering ($5,000,000), with an additional fee (the “Deferred Underwriting Fee”) of 3.5% of the gross offering proceeds ($8,750,000) payable upon the Company’s completion of an initial business combination. The Deferred Underwriting Fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial business combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Founder Shares On November 29, 2017, the Sponsor purchased 8,625,000 shares of Class F common stock (“Founder Shares”) for $25,000. In January 2018, the Sponsor surrendered 1,437,500 Founder Shares to the Company for no consideration, resulting in an aggregate of 7,187,500 Founder Shares outstanding. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class F common stock which automatically convert into shares of Class A common stock at the time of the Company’s initial business combination and are subject to certain transfer restrictions, as described in more detail below. Up to 937,500 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters within 45 days from the effective date of the registration statement, March 7, 2019. In April 2019, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 937,500 shares of Class F common stock, resulting in an aggregate of 6,250,000 Founder Shares outstanding as of December 31, 2020 and 2019. The holders of the Founder Shares 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 an initial business combination or (B) subsequent to an 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 an initial business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization 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 The Sponsor purchased an aggregate of 7,000,000 private placement warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). $5,000,000 of the proceeds of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that, at the closing of the Initial Public Offering, $250,000,000 was held in the Trust Account. If an initial business combination is not completed by the Extension Date, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants 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 Sponsor or its permitted transferees. See Note 11 included in these consolidated financial statements for a subsequent event regarding an extension to complete an initial business combination. The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of an initial business combination. In April 2019, the Underwriters’ over-allotment option expired and as a result the Sponsor’s agreement to purchase up to an additional 750,000 Private Placement Warrants also expired. Forward Purchase Agreement On February 26, 2019, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to which Crescent Capital Group LP (“Crescent”), in its capacity as investment advisor on behalf of one or more investment funds or accounts managed by Crescent and its affiliates (such funds or accounts, the “Crescent Funds”), has committed on behalf of the Crescent Funds, to purchase, subject to the terms and conditions set forth the Forward Purchase Agreement, including obtaining fund-level approvals by the relevant investment committee and/or other governing body of such funds, an aggregate of 5,000,000 forward purchase units (the “Forward Purchase Units”), each consisting of one share of the Company’s Class A common stock (such shares of Class A common stock to be issued pursuant to the Forward Purchase Agreement, the “Forward Purchase Shares”) and one-third of one warrant to purchase one share of the Company’s Class A common stock (such warrants to be issued pursuant to the Forward Purchase Agreement, the “Forward Purchase Warrants”), for $10.00 per unit, or an aggregate amount of $50,000,000, in a private placement that will close simultaneously with the closing of an initial business combination. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by a Crescent Fund purchasing the Forward Purchase Units (such Crescent Fund, the “Crescent Fund Purchaser”) or its permitted transferees, and the Forward Purchase Shares will be identical to the Public Shares sold in the Initial Public Offering, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. Any Forward Purchase Warrant held by a holder other than a Crescent Fund Purchaser or its permitted transferees will have the same terms as the Warrants included in the Units sold in the Initial Public Offering. The Forward Purchase Agreement was subsequently amended on January 13, 2021 which resulted in Crescent Capital Group Holdings LP committing to purchase 2,500,000 Forward Purchase Units, for $10.00 per unit, or an aggregate amount of $25,000,000. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated March 7, 2019. The holders of these securities will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans and Advances On November 21, 2017, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the ‘‘Note’’). This Note was amended and restated on November 6, 2018. This Note was non-interest bearing and payable on the earlier of June 30, 2019 or the closing of the Initial Public Offering. On March 13, 2019, the Note balance of $300,000 was repaid in full. As of December 31, 2020 and 2019, an affiliate of the Company paid administrative expenses for an aggregate of $624,013 and $454,757, respectively, of which $623,520 and $333,063, respectively, was repaid by the Company, for a net accrual of $493 and $121,694, respectively, which is reflected in the accompanying consolidated balance sheets. These amounts are due on demand and are non-interest bearing. Administrative Support Agreement On March 7, 2019, the Company entered into an agreement to pay $10,000 a month for office space, utilities, administrative and support services to an affiliate of the Sponsor and will terminate the agreement upon the earlier of an initial business combination or the liquidation of the Company. For the years ended December 31, 2020 and 2019, the Company incurred expenses of $120,000 and $98,065, respectively, which are included in general and administrative expenses on the accompanying consolidated statements of operations, of which $0 and $60,000 were payable as of December 31, 2020 and 2019, respectively, and included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 500,000,000 shares of Class A common stock and 25,000,000 shares of Class F common stock. 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 an initial business combination to the extent the Company seeks stockholder approval in connection with an initial business combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2020 and 2019, there were 5,057,702 and 3,329,155, respectively, of Class A common stock issued and outstanding, excluding 19,942,298 and 21,670,845, respectively, shares of Class A common stock subject to possible redemption. As of December 31, 2020 and 2019, there were 6,250,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities.” The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 253,628,041 $ 253,628,041 $ - $ - Liabilities: Warrant liability – Public Warrants $ 18,875,000 $ 18,875,000 $ - $ - Warrant liability – Private Placement Warrants $ 14,140,000 $ - $ - $ 14,140,000 Forward Purchase Agreement $ 5,185,000 $ - $ - $ 5,185,000 Description December 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 253,557,444 $ 253,557,444 $ - $ - Liabilities: Warrant liability – Public Warrants $ 10,000,000 $ 10,000,000 $ - $ - Warrant liability – Private Placement Warrants $ 10,010,000 $ - $ - $ 10,010,000 Forward Purchase Agreement $ 3,396,000 $ - $ - $ 3,396,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1— Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2— Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3— Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. As of December 31, 2020, assets held in the Trust Account were comprised of $253,628,041 in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government obligations. As of December 31, 2019, assets held in the Trust Account were comprised of $253,551,083 in U.S. Treasury bills and $18,376 in cash. Cash, money market funds and U.S. Treasury bills are classified as Level 1 securities. The Company employed option pricing models to value the Warrants at each reporting period, with changes in fair value recognized in the statement of operations. In the case of the Public Warrants, we used a binomial/lattice model that assumes optimal exercise of the Company's redemption option at the earliest possible date. In the case of the Private Placement Warrants, the Company used a Modified Black-Scholes Option Pricing Model since these instruments do not have an early redemption feature. However, if the Private Placement Warrants were also subject to the make-whole table, then the binomial/lattice model was used. Inherent in options pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility input based on observed price, otherwise it was assumed based on median volatility of the Russell 3000 Index constituents, or the volatility of the target company’s peer group. The risk-free interest rate is based on the U.S. Treasury curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The liability for the Forward Purchase Agreement was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $50,000,000 pursuant to the Forward Purchase Agreement is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the Forward Purchase Agreement. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $50,000,000 fixed commitment is then reduced to account for the probability of consummation of a business combination. The primary unobservable input utilized in determining the fair value of the Forward Purchase Agreement is the probability of consummation of a business combination. For all of the periods presented, the probability assigned to the consummation of a business combination was 80%. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants as of the initial measurement date of $18,750,000 was transferred from a Level 3 fair value measurement to a Level 1 fair value measurement in April 2019, when the Public Warrants were separately listed and traded. The following table provides quantitative information regarding fair value assumptions for the Public Warrants: As of March 12, 2019 (Initial Measurement) Asset price $ 9.25 Exercise price $ 11.50 Term (in years) $ 5.50 Volatility 30.00 % Risk-free rate 2.40 % Dividend yield 0.00 % Fair value of each Public Warrant $ 1.50 The following table provides quantitative information regarding fair value assumptions for the Private Placement Warrants: As of March 12, 2019 (Initial Measurement) As of December 31, 2019 As of December 31, 2020 Asset price $ 9.25 $ 10.02 $ 10.45 Exercise price $ 11.50 $ 11.50 $ 11.50 Term (in years) $ 5.50 $ 5.50 $ 5.50 Volatility 30.00 % 21.50 % 29.30 % Risk-free rate 2.40 % 1.70 % 0.40 % Dividend yield 0.00 % 0.00 % 0.00 % Fair value of each Private Placement Warrant $ 1.73 $ 1.43 $ 2.02 The following table provides quantitative information regarding fair value assumptions for the Forward Purchase Agreement: As of March 12, 2019 (Initial Measurement) As of December 31, 2019 As of December 31, 2020 Asset price $ 9.25 $ 10.02 $ 10.45 Private Placement Warrant price $ 1.73 $ 1.43 $ 2.02 Discount term (in years) 2.30 1.50 0.50 Probability of merger 80.00 % 80.00 % 80.00 % Risk-free rate 2.44 % 1.59 % 0.09 % Fair value of Forward Purchase Agreement $ 2,035,000 $ 3,396,000 $ 5,185,000 The following table presents the changes in the fair value of the Warrant and Forward Purchase Agreement liabilities: Private Placement Warrants Public Warrants Forward Purchase Agreement Liabilities Initial measurement on March 12, 2019 $ 12,110,000 $ 18,750,000 $ 2,035,000 $ 32,895,000 Change in the fair value (2,100,000 ) (8,750,000 ) 1,361,000 (9,489,000 ) Fair value as of December 31, 2019 10,010,000 10,000,000 3,396,000 23,406,000 Change in the fair value 4,130,000 8,875,000 1,789,000 14,794,000 Fair value as of December 31, 2020 $ 14,140,000 $ 18,875,000 $ 5,185,000 $ 38,200,000 The Company did not have any held to maturity securities as of December 31, 2020. The gross holding gains and fair value of held-to-maturity securities as of December 31, 2019 are as follows: Held-To-Maturity Amortized Cost Gross Holding Gains Fair Value U.S Treasury Securities (Mature 03/12/2020) $ 253,551,083 $ 6,361 $ 253,557,444 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The income tax provision consists of the following: For the years ended December 31, 2020 2019 Current Federal $ 93,518 $ 817,897 State 43,212 377,710 Deferred Federal (524,082) (68,511) State (197,599) - Change in valuation allowance 721,681 68,511 Income tax provision expense $ 136,730 $ 1,195,607 The Company’s net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax assets: Startup/organizational costs $ 885,206 $ 70,106 Valuation allowance (885,206) (70,106) Deferred tax assets, net of allowance $ - $ - As of December 31, 2020 and 2019, the Company had a deferred tax asset of $885,206 and $70,106, respectively, which had a full valuation allowance recorded against it. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered to be start-up costs and are not currently deductible. During the years ended December 31, 2020 and 2019, the Company recorded income tax expense of $136,730 and $1,195,607, respectively, primarily related to interest income earned on the Trust Account. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the years ended December 31, 2020 2019 As Restated As Restated Statutory federal income tax rate 21.00 % 21.00% State taxes, net of federal tax benefit (0.20) % 2.22% Other permanent items (18.12) % (14.83)% Meals & entertainment (0.02) % 0.00% Valuation allowance (3.47) % 0.51% Effective tax rate (0.81) % 8.90% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Risks and Uncertainties On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus (“COVID-19”) a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which the Company consummate an initial business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete an initial business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts the Company’s search for an initial business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummate an initial business combination, may be materially adversely affected. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 10. Business Combination On June 24, 2020, the Company entered into an Agreement and Plan of Merger (the “F45 Merger Agreement”), by and among the Company, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of the Company, Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company, F45 Training Holdings Inc., a Delaware corporation (“F45”), and Shareholder Representative Services LLC, a Colorado limited liability company. For more information, please see the Company’s proxy statement/prospectus filed with the SEC on July 16, 2020. On October 5, 2020, the Company and F45 entered into a Termination and Release Agreement, effective as of such date, pursuant to which the parties agreed to mutually terminate the F45 Merger Agreement. As a result of the termination of the F45 Merger Agreement, the F45 Merger Agreement will be of no further force and effect as well as each of the transaction agreements entered into in connection with the F45 Merger Agreement. For more information, please see the Company’s Form 8-K filed with the SEC on October 6, 2020. See Note 11 included in these consolidated financial statements for a subsequent event regarding an initial business combination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements . On January 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, First Merger Sub, Second Merger Sub, LiveVox Holdings, Inc., a Delaware corporation (“LiveVox”), and GGC Services Holdco, Inc., a Delaware corporation, which provides for, among other things: (a) the merger of First Merger Sub with and into LiveVox, with LiveVox being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company as a consequence of the merger (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of LiveVox with and into Second Merger Sub, with Second Merger Sub being the surviving corporation of the merger (together with the First Merger, the “Mergers” and, collectively with the other transactions contemplated by the Merger Agreement, the “Business Combination”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and LiveVox. On February 17, 2021, the Company’s shareholders approved to extend the date by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which the Company refers to as its initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of Class A Stock, included as part of the units sold in the Company’s Initial Public Offering, from March 12, 2021 to June 30, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Function Acquisition I Corp and Function Acquisition II LLC, since their formation. All material intercompany balances and transactions have been eliminated. |
Emerging Growth Company | Emerging Growth Company 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 Securities Exchange Act of 1934, as amended, or 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 consolidated 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 Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s accompanying consolidated statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. For the year ended December 31, 2020, net income per share, basic and diluted, for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $910,070, net of applicable income and franchise taxes of $336,730, by the weighted average number of shares of Class A common stock outstanding of 25,000,000. For the year ended December 31, 2019, net income per share, basic and diluted, for Class A common stock is calculated by dividing the investment income earned on the Trust Account of $4,472,458, net of applicable income and franchise taxes of $1,395,607, by the weighted average number of shares of Class A common stock outstanding of 25,000,000. Net loss per share, basic and diluted, for Class F common stock is calculated by dividing the net income, less income attributable to Class A common stock, the change in the fair value of the Warrant liability, the change in the fair value of the Forward Purchase Agreement liability, the initial classification of the Forward Purchase Agreement liability, the offering cost associated with Warrants recorded as liabilities and the loss on sale of Private Placement Warrants, by the weighted average number of shares of Class F common stock outstanding for the period |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. |
Cash and Cash Equivalents | 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 December 31, 2020 and 2019. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“ Expenses of Offering Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Public Warrants and Private Placement Warrants has been charged to expense. The portion of offering costs allocated to the Class A common stock has been charged to stockholders’ equity. On March 12, 2019, offering costs totaled $14,653,147 (consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $903,147 of other offering costs), of which $1,465,314 was charged to expense and $13,187,833 was charged to stockholders’ equity. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2020 and 2019, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020 and 2019, no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception. As of December 31, 2020 and 2019, the Company had deferred tax assets of $885,206 and $70,106, respectively, which had a full valuation allowance recorded against them. The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered to be start-up costs and are not currently deductible. During the years ended December 31, 2020 and 2019, the Company recorded income tax expense of $136,730 and $1,195,607, respectively, primarily related to interest income earned on the Trust Account. For the years ended December 31, 2020 and 2019, the Company’s effective tax rate was (0.81)% and 8.90%, respectively, which differs from the expected income tax rate due to the start-up costs which are not currently deductible. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock will be affected by charges against additional paid-in capital. Accordingly, as of December 31, 2020 and 2019, 19,942,298 and 21,670,845, respectively, of the 25,000,000 Public Shares were classified outside of permanent equity. |
Warrant and Forward Purchase Agreement Liability | Warrant and Forward Purchase Agreement Liability The Company accounts for the Warrants and Forward Purchase Agreement issued in connection with our initial public offering in accordance with ASC 815-40, under which the Warrants and the Forward Purchase Agreement do not meet the criteria for equity classification and must be recorded as liabilities. As the Warrants and Forward Purchase Agreement meet the definition of a derivative as contemplated in ASC 815, the Warrants and the Forward Purchase Agreement are measured at fair value at inception and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s 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 accompanying consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Audited and Unaudited Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Restated Financial Statements | The following presents the restated financial statements as of and for the years ended December 31, 2020 and 2019. As of December 31, 2020 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 33,015,000 $ 33,015,000 Forward Purchase Agreement liability - 5,185,000 5,185,000 Total liabilities 11,362,036 38,200,000 49,562,036 Class A common stock subject to possible redemption 237,622,980 (38,200,000 ) 199,422,980 Class A common stock 124 382 506 Additional paid-in capital 4,748,125 13,914,932 18,663,057 Retained earnings (accumulated deficit) 251,130 (13,915,314 ) (13,664,184 ) Class A common stock subject to possible redemption—shares outstanding 23,762,298 (3,820,000 ) 19,942,298 Class A common stock—shares issued and outstanding 1,237,702 3,820,000 5,057,702 As of December 31, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 20,010,000 $ 20,010,000 Forward Purchase Agreement liability - 3,396,000 3,396,000 Total liabilities 9,689,876 23,406,000 33,095,876 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Class A common stock 99 234 333 Additional paid-in capital 2,256,679 (878,920 ) 1,377,759 Retained earnings 2,742,605 878,686 3,621,291 Class A common stock subject to possible redemption—shares outstanding 24,011,445 (2,340,600 ) 21,670,845 Class A common stock—shares issued and outstanding 988,555 2,340,600 3,329,155 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (13,005,000 ) $ (13,005,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,789,000 ) (1,789,000 ) Loss before income taxes (2,354,745 ) (14,794,000 ) (17,148,745 ) Net loss (2,491,475 ) (14,794,000 ) (17,285,475 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.49 ) $ (2.36 ) $ (2.85 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 10,850,000 $ 10,850,000 Change in the fair value of the Forward Purchase Agreement liability - (1,361,000 ) (1,361,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 3,945,833 878,686 4,824,519 Net income 2,750,226 878,686 3,628,912 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.05 ) $ 0.14 $ 0.09 For the year ended December 31, 2020 (audited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (2,491,475 ) $ (14,794,000 ) $ (17,285,475 ) Change in the fair value of Warrant liability - 13,005,000 13,005,000 Change in the fair value of the Forward Purchase Agreement liability - 1,789,000 1,789,000 Net cash used in operating activities (1,549,862 ) - (1,549,862 ) Net cash provided by investing activities 851,488 - 851,488 Net cash used in financing activities (121,200 ) - (121,200 ) Net decrease in cash (819,574 ) - (819,574 ) Change in Class A common stock subject to possible redemption (2,491,471 ) (14,793,999 ) (17,285,470 ) For the year ended December 31, 2019 (audited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,750,226 $ 878,686 $ 3,628,912 Change in the fair value of Warrant liability - (10,850,000 ) (10,850,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,361,000 1,361,000 Initial classification of Forward Purchase Agreement liability 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrant 5,110,000 5,110,000 Net cash used in operating activities (1,255,466 ) - (1,255,466 ) Net cash used in investing activities (249,097,000 ) - (249,097,000 ) Net cash provided by financing activities 251,433,770 - 251,433,770 Net increase in cash 1,081,304 - 1,081,304 Class A common stock subject to possible redemption 240,114,450 (23,406,000 ) 216,708,450 Initial classification of Warrant liability - 30,860,000 30,860,000 The following presents the restatement of previously reported condensed balance sheets as of March 31, 2020, June 30, 2020, September 30, 2020, March 12, 2019, March 31, 2019, June 30, 2019 and September 30, 2019. As of March 31, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,125,000 $ 21,125,000 Forward Purchase Agreement liability - 1,992,000 1,992,000 Total liabilities 9,600,007 23,117,000 32,717,007 Class A common stock subject to possible redemption 240,599,870 (23,117,000 ) 217,482,870 Class A common stock 94 231 325 Additional paid-in capital 1,771,264 (1,167,917 ) 603,347 Retained earnings 3,228,027 1,167,686 4,395,713 Class A common stock subject to possible redemption—shares outstanding 24,059,987 (2,311,700 ) 21,748,287 Class A common stock—shares issued and outstanding 940,013 2,311,700 3,251,713 As of June 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 32,680,000 $ 32,680,000 Forward Purchase Agreement liability - 5,221,000 5,221,000 Total liabilities 9,596,571 37,901,000 47,497,571 Class A common stock subject to possible redemption 240,470,140 (37,901,000 ) 202,569,140 Class A common stock 95 379 474 Additional paid-in capital 1,900,993 13,615,935 15,516,928 Retained earnings (accumulated deficit) 3,098,290 (13,616,314 ) (10,518,024 ) Class A common stock subject to possible redemption—shares outstanding 24,047,014 (3,790,100 ) 20,256,914 Class A common stock—shares issued and outstanding 952,986 3,790,100 4,743,086 As of September 30, 2020 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 21,280,000 $ 21,280,000 Forward Purchase Agreement liability - 2,761,000 2,761,000 Total liabilities 9,155,490 24,041,000 33,196,490 Class A common stock subject to possible redemption 240,053,100 (24,041,000 ) 216,012,100 Class A common stock 99 241 340 Additional paid-in capital 2,318,029 (243,927 ) 2,074,102 Retained earnings 2,681,257 243,686 2,924,943 Class A common stock subject to possible redemption—shares outstanding 24,005,310 (2,404,100 ) 21,601,210 Class A common stock—shares issued and outstanding 994,690 2,404,100 3,398,790 As of March 12, 2019 (audited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,860,000 $ 30,860,000 Forward Purchase Agreement liability - 2,035,000 2,035,000 Total liabilities 9,852,764 32,895,000 42,747,764 Class A common stock subject to possible redemption 237,363,330 (32,895,000 ) 204,468,330 Class A common stock 126 329 455 Additional paid-in capital 5,007,679 8,609,985 13,617,664 Accumulated deficit (8,522 ) (8,610,314 ) (8,618,836 ) Class A common stock subject to possible redemption—shares outstanding 23,736,333 (3,289,500 ) 20,446,833 Class A common stock—shares issued and outstanding 1,263,667 3,289,500 4,553,167 As of March 31, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 30,595,000 $ 30,595,000 Forward Purchase Agreement liability - 1,824,000 1,824,000 Total liabilities 9,558,989 32,419,000 41,977,989 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Class A common stock 125 324 449 Additional paid-in capital 4,835,419 8,133,990 12,969,409 Retained earnings (accumulated deficit) 163,745 (8,134,314 ) (7,970,569 ) Class A common stock subject to possible redemption—shares outstanding 23,753,559 (3,241,900 ) 20,511,659 Class A common stock—shares issued and outstanding 1,246,441 3,241,900 4,488,341 As of June 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 17,085,000 $ 17,085,000 Forward Purchase Agreement liability - 2,497,000 2,497,000 Total liabilities 9,558,263 19,582,000 29,140,263 Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Class A common stock 114 196 310 Additional paid-in capital 3,785,925 (4,702,882 ) (916,957 ) Retained earnings 1,213,338 4,702,686 5,916,024 Class A common stock subject to possible redemption—shares outstanding 23,858,519 (1,958,200 ) 21,900,319 Class A common stock—shares issued and outstanding 1,141,481 1,958,200 3,099,681 As of September 30, 2019 (unaudited) As filed Adjustments As restated Balance Sheet Warrant liability $ - $ 19,730,000 $ 19,730,000 Forward Purchase Agreement liability - 3,053,000 3,053,000 Total liabilities 9,363,197 22,783,000 32,146,197 Class A common stock subject to possible redemption 239,638,660 (22,783,000 ) 216,855,660 Class A common stock 104 227 331 Additional paid-in capital 2,732,465 (1,501,913 ) 1,230,552 Retained earnings 2,266,811 1,501,686 3,768,497 Class A common stock subject to possible redemption—shares outstanding 23,963,866 (2,278,300 ) 21,685,566 Class A common stock—shares issued and outstanding 1,036,134 2,278,300 3,314,434 The following presents the restatement of previously reported unaudited condensed statements of operations for the three months ended March 31, 2020, the three and six months ended June 30, 2020, the three and nine months ended September 30, 2020, the three months ended March 31, 2019, the three and six months ended June 30, 2019 and the three and nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,115,000 ) $ (1,115,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,404,000 1,404,000 Income before income taxes 704,813 289,000 993,813 Net income 485,422 289,000 774,422 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.01 ) $ 0.04 $ 0.03 For the three months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (11,555,000 ) $ (11,555,000 ) Change in the fair value of the Forward Purchase Agreement liability - (3,229,000 ) (3,229,000 ) Loss before income taxes (126,002 ) (14,784,000 ) (14,910,002 ) Net loss (129,737 ) (14,784,000 ) (14,913,737 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.02 ) $ (2.37 ) $ (2.39 ) For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (12,670,000 ) $ (12,670,000 ) Change in the fair value of the Forward Purchase Agreement liability - (1,825,000 ) (1,825,000 ) Income (loss) before income taxes 578,812 (14,495,000 ) (13,916,188 ) Net income (loss) 355,685 (14,495,000 ) (14,139,315 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.03 ) $ (2.32 ) $ (2.35 ) For the three months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,400,000 $ 11,400,000 Change in the fair value of the Forward Purchase Agreement liability - 2,460,000 2,460,000 (Loss) income before income taxes (429,235 ) 13,860,000 13,430,765 Net (loss) income (417,033 ) 13,860,000 13,442,967 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.07 ) $ 2.23 $ 2.16 For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (1,270,000 ) $ (1,270,000 ) Change in the fair value of the Forward Purchase Agreement liability - 635,000 635,000 Income (loss) before income taxes 149,577 (635,000 ) (485,423 ) Net loss (61,348 ) (635,000 ) (696,348 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.10 ) $ (0.10 ) $ (0.20 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 265,000 $ 265,000 Change in the fair value of the Forward Purchase Agreement liability - 211,000 211,000 Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income (loss) before income taxes 216,918 (8,134,314 ) (7,917,396 ) Net income (loss) 171,366 (8,134,314 ) (7,962,948 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (1.30 ) $ (1.31 ) For the three months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,510,000 $ 13,510,000 Change in the fair value of the Forward Purchase Agreement liability - (673,000 ) (673,000 ) Income before income taxes 1,369,240 12,837,000 14,206,240 Net income 1,049,594 12,837,000 13,886,594 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 2.06 $ 2.04 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 13,775,000 $ 13,775,000 Change in the fair value of the Forward Purchase Agreement liability - (462,000 ) (462,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities - (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants - (5,110,000 ) (5,110,000 ) Income before income taxes 1,586,158 4,702,686 6,288,844 Net income 1,220,960 4,702,686 5,923,646 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.02 ) $ 0.75 $ 0.73 For the three months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ (2,645,000 ) $ (2,645,000 ) Change in the fair value of the Forward Purchase Agreement liability - (556,000 ) (556,000 ) Income (loss) before income taxes 1,353,400 (3,201,000 ) (1,847,600 ) Net income (loss) 1,053,472 (3,201,000 ) (2,147,528 ) Per Share Data: Net loss per Class F common stock (basic and diluted) $ (0.01 ) $ (0.51 ) $ (0.52 ) For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statements of Operations Change in the fair value of the Warrant liability $ - $ 11,130,000 $ 11,130,000 Change in the fair value of the Forward Purchase Agreement liability - (1,018,000 ) (1,018,000 ) Initial classification of Forward Purchase Agreement liability - (2,035,000 ) (2,035,000 ) Offering cost associated with Warrants recorded as liabilities (1,465,314 ) (1,465,314 ) Loss on sale of Private Placement Warrants (5,110,000 ) (5,110,000 ) Income before income taxes 2,939,558 1,501,686 4,441,244 Net income 2,274,432 1,501,686 3,776,118 Per Share Data: Net (loss) income per Class F common stock (basic and diluted) $ (0.04 ) $ 0.24 $ 0.20 The following tables contain the restatement of previously reported unaudited condensed statements of cash flows for the three months ended March 31, 2020, the six months ended June 30, 2020, the nine months ended September 30, 2020, the three months ended March 31, 2019, the six months ended June 30, 2019, the nine months ended September 30, 2019. For the three months ended March 31, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 485,422 $ 289,000 $ 774,422 Change in the fair value of Warrant liability - 1,115,000 1,115,000 Change in the fair value of the Forward Purchase Agreement liability - (1,404,000 ) (1,404,000 ) Net cash used in operating activities (392,069 ) - (392,069 ) Net cash provided by investing activities 200,000 - 200,000 Net cash used in financing activities (73,736 ) - (73,736 ) Net decrease in cash (265,805 ) - (265,805 ) Class A common stock subject to possible redemption 485,420 289,000 774,420 For the six months ended June 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income (loss) $ 355,685 $ (14,495,000 ) $ (14,139,315 ) Change in the fair value of Warrant liability - 12,670,000 12,670,000 Change in the fair value of the Forward Purchase Agreement liability - 1,825,000 1,825,000 Net cash used in operating activities (561,642 ) - (561,642 ) Net cash provided by investing activities 707,600 - 707,600 Net cash used in financing activities (70,954 ) - (70,954 ) Net increase in cash 75,004 - 75,004 Class A common stock subject to possible redemption 355,690 (14,495,000 ) (14,139,310 ) For the nine months ended September 30, 2020 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net loss $ (61,348 ) $ (635,000 ) $ (696,348 ) Change in the fair value of Warrant liability - 1,270,000 1,270,000 Change in the fair value of the Forward Purchase Agreement liability - (635,000 ) (635,000 ) Net cash used in operating activities (1,373,968 ) - (1,373,968 ) Net cash provided by investing activities 765,483 - 765,483 Net cash used in financing activities (83,629 ) - (83,629 ) Net decrease in cash (692,114 ) - (692,114 ) Class A common stock subject to possible redemption (61,350 ) (635,000 ) (696,350 ) For the three months ended March 31, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 171,366 $ (8,134,314 ) $ (7,962,948 ) Change in the fair value of Warrant liability - (265,000 ) (265,000 ) Change in the fair value of the Forward Purchase Agreement liability - (211,000 ) (211,000 ) Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash provided by (used in) operating activities 239,455 - 239,455 Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,342,222 - 251,342,222 Net increase in cash 1,581,677 - 1,581,677 Class A common stock subject to possible redemption 237,535,590 (32,419,000 ) 205,116,590 Initial classification of Warrant liability - 30,860,000 30,860,000 For the six months ended June 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 1,220,960 $ 4,702,686 $ 5,923,646 Change in the fair value of Warrant liability - (13,775,000 ) (13,775,000 ) Change in the fair value of the Forward Purchase Agreement liability - 462,000 462,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (306,922 ) - (306,922 ) Net cash used in investing activities (250,000,000 ) - (250,000,000 ) Net cash provided by financing activities 251,398,074 - 251,398,074 Net increase in cash 1,091,152 - 1,091,152 Change in Class A common stock subject to possible redemption 238,585,190 (19,582,000 ) 219,003,190 Initial classification of Warrant liability - 30,860,000 30,860,000 For the nine months ended September 30, 2019 (unaudited) As filed Adjustments As restated Statement of Cash Flows Net income $ 2,274,432 $ 1,501,686 $ 3,776,118 Change in the fair value of Warrant liability - (11,130,000 ) (11,130,000 ) Change in the fair value of the Forward Purchase Agreement liability - 1,018,000 1,018,000 Initial classification of Forward Purchase Agreement liability - 2,035,000 2,035,000 Offering cost associated with Warrants recorded as liabilities - 1,465,314 1,465,314 Loss on sale of Private Placement Warrants - 5,110,000 5,110,000 Net cash used in operating activities (856,547 ) - (856,547 ) Net cash used in investing activities (249,422,674 ) - (249,422,674 ) Net cash provided by financing activities 251,360,801 - 251,360,801 Net increase in cash 1,081,580 - 1,081,580 Class A common stock subject to possible redemption 239,638,600 (22,783,000 ) 216,855,660 Initial classification of Warrant liability - 30,860,000 30,860,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 253,628,041 $ 253,628,041 $ - $ - Liabilities: Warrant liability – Public Warrants $ 18,875,000 $ 18,875,000 $ - $ - Warrant liability – Private Placement Warrants $ 14,140,000 $ - $ - $ 14,140,000 Forward Purchase Agreement $ 5,185,000 $ - $ - $ 5,185,000 Description December 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 253,557,444 $ 253,557,444 $ - $ - Liabilities: Warrant liability – Public Warrants $ 10,000,000 $ 10,000,000 $ - $ - Warrant liability – Private Placement Warrants $ 10,010,000 $ - $ - $ 10,010,000 Forward Purchase Agreement $ 3,396,000 $ - $ - $ 3,396,000 |
Summary of Quantitative Information Regarding Fair Value Assumptions | The following table provides quantitative information regarding fair value assumptions for the Public Warrants: As of March 12, 2019 (Initial Measurement) Asset price $ 9.25 Exercise price $ 11.50 Term (in years) $ 5.50 Volatility 30.00 % Risk-free rate 2.40 % Dividend yield 0.00 % Fair value of each Public Warrant $ 1.50 The following table provides quantitative information regarding fair value assumptions for the Private Placement Warrants: As of March 12, 2019 (Initial Measurement) As of December 31, 2019 As of December 31, 2020 Asset price $ 9.25 $ 10.02 $ 10.45 Exercise price $ 11.50 $ 11.50 $ 11.50 Term (in years) $ 5.50 $ 5.50 $ 5.50 Volatility 30.00 % 21.50 % 29.30 % Risk-free rate 2.40 % 1.70 % 0.40 % Dividend yield 0.00 % 0.00 % 0.00 % Fair value of each Private Placement Warrant $ 1.73 $ 1.43 $ 2.02 The following table provides quantitative information regarding fair value assumptions for the Forward Purchase Agreement: As of March 12, 2019 (Initial Measurement) As of December 31, 2019 As of December 31, 2020 Asset price $ 9.25 $ 10.02 $ 10.45 Private Placement Warrant price $ 1.73 $ 1.43 $ 2.02 Discount term (in years) 2.30 1.50 0.50 Probability of merger 80.00 % 80.00 % 80.00 % Risk-free rate 2.44 % 1.59 % 0.09 % Fair value of Forward Purchase Agreement $ 2,035,000 $ 3,396,000 $ 5,185,000 |
Summary of Changes in Fair Value of Warrant and Forward Purchase Agreement Liabilities | The following table presents the changes in the fair value of the Warrant and Forward Purchase Agreement liabilities: Private Placement Warrants Public Warrants Forward Purchase Agreement Liabilities Initial measurement on March 12, 2019 $ 12,110,000 $ 18,750,000 $ 2,035,000 $ 32,895,000 Change in the fair value (2,100,000 ) (8,750,000 ) 1,361,000 (9,489,000 ) Fair value as of December 31, 2019 10,010,000 10,000,000 3,396,000 23,406,000 Change in the fair value 4,130,000 8,875,000 1,789,000 14,794,000 Fair value as of December 31, 2020 $ 14,140,000 $ 18,875,000 $ 5,185,000 $ 38,200,000 |
Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities | The gross holding gains and fair value of held-to-maturity securities as of December 31, 2019 are as follows: Held-To-Maturity Amortized Cost Gross Holding Gains Fair Value U.S Treasury Securities (Mature 03/12/2020) $ 253,551,083 $ 6,361 $ 253,557,444 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision consists of the following: For the years ended December 31, 2020 2019 Current Federal $ 93,518 $ 817,897 State 43,212 377,710 Deferred Federal (524,082) (68,511) State (197,599) - Change in valuation allowance 721,681 68,511 Income tax provision expense $ 136,730 $ 1,195,607 |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax assets: Startup/organizational costs $ 885,206 $ 70,106 Valuation allowance (885,206) (70,106) Deferred tax assets, net of allowance $ - $ - |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the years ended December 31, 2020 2019 As Restated As Restated Statutory federal income tax rate 21.00 % 21.00% State taxes, net of federal tax benefit (0.20) % 2.22% Other permanent items (18.12) % (14.83)% Meals & entertainment (0.02) % 0.00% Valuation allowance (3.47) % 0.51% Effective tax rate (0.81) % 8.90% |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Feb. 17, 2021 | Mar. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Date of incorporation | Nov. 17, 2017 | |||||
Proceeds from Initial Public Offering, net of underwriters' discount | $ 250,000,000 | |||||
Proceeds from sale of Private Placement Warrants | 7,000,000 | |||||
Other offering costs | $ 903,147 | |||||
Amount held in trust account | $ 253,628,041 | 253,569,459 | ||||
Public shares redemption percentage | 100.00% | |||||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | |||||
Number of days to deposit amount in trust account | 2 days | |||||
Minimum net tangible assets | $ 5,000,001 | |||||
Maximum amount of cash from interest earned in Trust Account to pay dissolution expenses if Company ceases operations | 100,000 | |||||
Aggregate redemption amount | (17,285,471) | 216,708,450 | ||||
Available funds from outside trust account for working capital requirement | 306,626 | |||||
Investment income held in trust account to pay franchise and income tax | 3,628,041 | |||||
Working capital | (2,255,057) | |||||
Proceeds from note payable | 37,120 | |||||
Advances from an affiliate | $ 169,257 | $ 454,757 | ||||
Founder Shares | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Proceeds from sale of the founder shares | $ 25,000 | |||||
Sponsor | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Proceeds from note payable | 300,000 | |||||
Advances from an affiliate | $ 118,323 | |||||
Subsequent Event | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Amount held in trust account | $ 253,467,308 | |||||
Class A | Subsequent Event | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Stock exercised redemption shares | 12,238 | |||||
Redemption price per share | $ 10.14 | |||||
Aggregate redemption amount | $ 124,138 | |||||
Percentage of aggregate principal amount redeemed | 0.05% | |||||
Percentage of aggregate principal amount remain outstanding | 99.95% | |||||
IPO | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Sale of units in initial public offering | 25,000,000 | |||||
Sale of stock price per unit | $ 10 | $ 10 | $ 10 | |||
Proceeds from Initial Public Offering, net of underwriters' discount | $ 250,000,000 | |||||
Payment of offering costs | 14,650,000 | |||||
Proceeds from sale of Private Placement Warrants | 7,000,000 | |||||
Underwriter discounts | 13,750,000 | |||||
Deferred underwriting discount | 8,750,000 | |||||
Other offering costs | 900,000 | |||||
IPO and Private Placement | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Amount held in trust account | $ 250,000,000 | $ 250,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Audited and Unaudited Financial Statements - Summary of Restated Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 12, 2019 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Warrant liability | $ 33,015,000 | $ 21,280,000 | $ 32,680,000 | $ 21,125,000 | $ 20,010,000 | $ 19,730,000 | $ 17,085,000 | $ 30,595,000 | $ 30,860,000 |
Forward Purchase Agreement liability | 5,185,000 | 2,761,000 | 5,221,000 | 1,992,000 | 3,396,000 | 3,053,000 | 2,497,000 | 1,824,000 | 2,035,000 |
Total liabilities | 49,562,036 | 33,196,490 | 47,497,571 | 32,717,007 | 33,095,876 | 32,146,197 | 29,140,263 | 41,977,989 | 42,747,764 |
Class A common stock subject to possible redemption | 199,422,980 | 216,012,100 | 202,569,140 | 217,482,870 | 216,708,450 | 216,855,660 | 219,003,190 | 205,116,590 | 204,468,330 |
Additional paid-in capital | 18,663,057 | 2,074,102 | 15,516,928 | 603,347 | 1,377,759 | 1,230,552 | (916,957) | 12,969,409 | 13,617,664 |
(Accumulated deficit) retained earnings | (13,664,184) | 2,924,943 | (10,518,024) | 4,395,713 | 3,621,291 | 3,768,497 | 5,916,024 | (7,970,569) | (8,618,836) |
As Filed | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Total liabilities | 11,362,036 | 9,155,490 | 9,596,571 | 9,600,007 | 9,689,876 | 9,363,197 | 9,558,263 | 9,558,989 | 9,852,764 |
Class A common stock subject to possible redemption | 237,622,980 | 240,053,100 | 240,470,140 | 240,599,870 | 240,114,450 | 239,638,660 | 238,585,190 | 237,535,590 | 237,363,330 |
Additional paid-in capital | 4,748,125 | 2,318,029 | 1,900,993 | 1,771,264 | 2,256,679 | 2,732,465 | 3,785,925 | 4,835,419 | 5,007,679 |
(Accumulated deficit) retained earnings | 251,130 | 2,681,257 | 3,098,290 | 3,228,027 | 2,742,605 | 2,266,811 | 1,213,338 | 163,745 | (8,522) |
Adjustments | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Warrant liability | 33,015,000 | 21,280,000 | 32,680,000 | 21,125,000 | 20,010,000 | 19,730,000 | 17,085,000 | 30,595,000 | 30,860,000 |
Forward Purchase Agreement liability | 5,185,000 | 2,761,000 | 5,221,000 | 1,992,000 | 3,396,000 | 3,053,000 | 2,497,000 | 1,824,000 | 2,035,000 |
Total liabilities | 38,200,000 | 24,041,000 | 37,901,000 | 23,117,000 | 23,406,000 | 22,783,000 | 19,582,000 | 32,419,000 | 32,895,000 |
Class A common stock subject to possible redemption | (38,200,000) | (24,041,000) | (37,901,000) | (23,117,000) | (23,406,000) | (22,783,000) | (19,582,000) | (32,419,000) | (32,895,000) |
Additional paid-in capital | 13,914,932 | (243,927) | 13,615,935 | (1,167,917) | (878,920) | (1,501,913) | (4,702,882) | 8,133,990 | 8,609,985 |
(Accumulated deficit) retained earnings | (13,915,314) | 243,686 | (13,616,314) | 1,167,686 | 878,686 | 1,501,686 | 4,702,686 | (8,134,314) | (8,610,314) |
Class A | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Class A common stock | $ 506 | $ 340 | $ 474 | $ 325 | $ 333 | $ 331 | $ 310 | $ 449 | $ 455 |
Class A common stock subject to possible redemption—shares outstanding | 19,942,298 | 21,601,210 | 20,256,914 | 21,748,287 | 21,670,845 | 21,685,566 | 21,900,319 | 20,511,659 | 20,446,833 |
Class A common stock—shares issued | 5,057,702 | 3,398,790 | 4,743,086 | 3,251,713 | 3,329,155 | 3,314,434 | 3,099,681 | 4,488,341 | 4,553,167 |
Class A common stock—shares outstanding | 5,057,702 | 3,398,790 | 4,743,086 | 3,251,713 | 3,329,155 | 3,314,434 | 3,099,681 | 4,488,341 | 3,314,434 |
Class A | As Filed | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Class A common stock | $ 124 | $ 99 | $ 95 | $ 94 | $ 99 | $ 104 | $ 114 | $ 125 | $ 126 |
Class A common stock subject to possible redemption—shares outstanding | 23,762,298 | 24,005,310 | 24,047,014 | 24,059,987 | 24,011,445 | 23,963,866 | 23,858,519 | 23,753,559 | 23,736,333 |
Class A common stock—shares issued | 1,237,702 | 994,690 | 952,986 | 940,013 | 988,555 | 1,036,134 | 1,141,481 | 1,246,441 | 1,263,667 |
Class A common stock—shares outstanding | 1,237,702 | 994,690 | 952,986 | 940,013 | 988,555 | 1,036,134 | 1,141,481 | 1,246,441 | 1,036,134 |
Class A | Adjustments | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Class A common stock | $ 382 | $ 241 | $ 379 | $ 231 | $ 234 | $ 227 | $ 196 | $ 324 | $ 329 |
Class A common stock subject to possible redemption—shares outstanding | (3,820,000) | (2,404,100) | (3,790,100) | (2,311,700) | (2,340,600) | (2,278,300) | (1,958,200) | (3,241,900) | (3,289,500) |
Class A common stock—shares issued | 3,820,000 | 2,404,100 | 3,790,100 | 2,311,700 | 2,340,600 | 2,278,300 | 1,958,200 | 3,241,900 | 3,289,500 |
Class A common stock—shares outstanding | 3,820,000 | 2,404,100 | 3,790,100 | 2,311,700 | 2,340,600 | 2,278,300 | 1,958,200 | 3,241,900 | 2,278,300 |
Restatement of Previously Iss_4
Restatement of Previously Issued Audited and Unaudited Financial Statements - Summary of Restated Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Change in the fair value of the Warrant liability | $ 11,400,000 | $ (11,555,000) | $ (1,115,000) | $ (2,645,000) | $ 13,510,000 | $ 265,000 | $ (12,670,000) | $ 13,775,000 | $ (1,270,000) | $ 11,130,000 | $ (13,005,000) | $ 10,850,000 |
Change in the fair value of the Forward Purchase Agreement liability | 2,460,000 | (3,229,000) | 1,404,000 | (556,000) | (673,000) | 211,000 | (1,825,000) | (462,000) | 635,000 | (1,018,000) | (1,789,000) | (1,361,000) |
Initial classification of Forward Purchase Agreement liability | (2,035,000) | (2,035,000) | (2,035,000) | (2,035,000) | ||||||||
Offering cost associated with Warrants recorded as liabilities | (1,465,314) | (1,465,314) | (1,465,314) | (1,465,314) | ||||||||
Loss on sale of Private Placement Warrants | (5,110,000) | (5,110,000) | (5,110,000) | (5,110,000) | ||||||||
Income (loss) before income taxes | 13,430,765 | (14,910,002) | 993,813 | (1,847,600) | 14,206,240 | (7,917,396) | (13,916,188) | 6,288,844 | (485,423) | 4,441,244 | (17,148,745) | 4,824,519 |
Net income (loss) | 13,442,967 | (14,913,737) | 774,422 | (2,147,528) | 13,886,594 | (7,962,948) | (14,139,315) | 5,923,646 | (696,348) | 3,776,118 | (17,285,475) | 3,628,912 |
As Filed | ||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Income (loss) before income taxes | (429,235) | (126,002) | 704,813 | 1,353,400 | 1,369,240 | 216,918 | 578,812 | 1,586,158 | 149,577 | 2,939,558 | (2,354,745) | 3,945,833 |
Net income (loss) | (417,033) | (129,737) | 485,422 | 1,053,472 | 1,049,594 | 171,366 | 355,685 | 1,220,960 | (61,348) | 2,274,432 | (2,491,475) | 2,750,226 |
Adjustments | ||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Change in the fair value of the Warrant liability | 11,400,000 | (11,555,000) | (1,115,000) | (2,645,000) | 13,510,000 | 265,000 | (12,670,000) | 13,775,000 | (1,270,000) | 11,130,000 | (13,005,000) | 10,850,000 |
Change in the fair value of the Forward Purchase Agreement liability | 2,460,000 | (3,229,000) | 1,404,000 | (556,000) | (673,000) | 211,000 | (1,825,000) | (462,000) | 635,000 | (1,018,000) | (1,789,000) | (1,361,000) |
Initial classification of Forward Purchase Agreement liability | (2,035,000) | (2,035,000) | (2,035,000) | (2,035,000) | ||||||||
Offering cost associated with Warrants recorded as liabilities | (1,465,314) | (1,465,314) | (1,465,314) | (1,465,314) | ||||||||
Loss on sale of Private Placement Warrants | (5,110,000) | (5,110,000) | (5,110,000) | (5,110,000) | ||||||||
Income (loss) before income taxes | 13,860,000 | (14,784,000) | 289,000 | (3,201,000) | 12,837,000 | (8,134,314) | (14,495,000) | 4,702,686 | (635,000) | 1,501,686 | (14,794,000) | 878,686 |
Net income (loss) | $ 13,860,000 | $ (14,784,000) | $ 289,000 | $ (3,201,000) | $ 12,837,000 | $ (8,134,314) | $ (14,495,000) | $ 4,702,686 | $ (635,000) | $ 1,501,686 | $ (14,794,000) | $ 878,686 |
Class F | ||||||||||||
Per Share Data: | ||||||||||||
Net income (loss) per Class F common stock (basic and diluted) | $ 2.16 | $ (2.39) | $ 0.03 | $ (0.52) | $ 2.04 | $ (1.31) | $ (2.35) | $ 0.73 | $ (0.20) | $ 0.20 | $ (2.85) | $ 0.09 |
Class F | As Filed | ||||||||||||
Per Share Data: | ||||||||||||
Net income (loss) per Class F common stock (basic and diluted) | (0.07) | (0.02) | (0.01) | (0.01) | (0.02) | (0.01) | (0.03) | (0.02) | (0.10) | (0.04) | (0.49) | (0.05) |
Class F | Adjustments | ||||||||||||
Per Share Data: | ||||||||||||
Net income (loss) per Class F common stock (basic and diluted) | $ 2.23 | $ (2.37) | $ 0.04 | $ (0.51) | $ 2.06 | $ (1.30) | $ (2.32) | $ 0.75 | $ (0.10) | $ 0.24 | $ (2.36) | $ 0.14 |
Restatement of Previously Iss_5
Restatement of Previously Issued Audited and Unaudited Financial Statements - Summary of Restated Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net income (loss) | $ 774,422 | $ (7,962,948) | $ (14,139,315) | $ 5,923,646 | $ (696,348) | $ 3,776,118 | $ (17,285,475) | $ 3,628,912 | ||||
Change in the fair value of Warrant liability | $ (11,400,000) | $ 11,555,000 | 1,115,000 | $ 2,645,000 | $ (13,510,000) | (265,000) | 12,670,000 | (13,775,000) | 1,270,000 | (11,130,000) | 13,005,000 | (10,850,000) |
Change in the fair value of the Forward Purchase Agreement liability | (2,460,000) | 3,229,000 | (1,404,000) | 556,000 | 673,000 | (211,000) | 1,825,000 | 462,000 | (635,000) | 1,018,000 | 1,789,000 | 1,361,000 |
Initial classification of Forward Purchase Agreement liability | 2,035,000 | 2,035,000 | 2,035,000 | 2,035,000 | ||||||||
Offering cost associated with Warrants recorded as liabilities | 1,465,314 | 1,465,314 | 1,465,314 | 1,465,314 | ||||||||
Loss on sale of Private Placement Warrants | 5,110,000 | 5,110,000 | 5,110,000 | 5,110,000 | ||||||||
Net cash (used in) provided by operating activities | (392,069) | 239,455 | (561,642) | (306,922) | (1,373,968) | (856,547) | (1,549,862) | (1,255,466) | ||||
Net cash provided by (used in) investing activities | 200,000 | (250,000,000) | 707,600 | (250,000,000) | 765,483 | (249,422,674) | 851,488 | (249,097,000) | ||||
Net cash (used in) provided by financing activities | (73,736) | 251,342,222 | (70,954) | 251,398,074 | (83,629) | 251,360,801 | (121,200) | 251,433,770 | ||||
Net (decrease) increase in cash | (265,805) | 1,581,677 | 75,004 | 1,091,152 | (692,114) | 1,081,580 | (819,574) | 1,081,304 | ||||
Change in Class A common stock subject to possible redemption | 774,420 | 205,116,590 | (14,139,310) | 219,003,190 | (696,350) | 216,855,660 | (17,285,470) | 216,708,450 | ||||
Initial classification of Warrant liability | 30,860,000 | 30,860,000 | 30,860,000 | 30,860,000 | ||||||||
As Filed | ||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net income (loss) | 485,422 | 171,366 | 355,685 | 1,220,960 | (61,348) | 2,274,432 | (2,491,475) | 2,750,226 | ||||
Net cash (used in) provided by operating activities | (392,069) | 239,455 | (561,642) | (306,922) | (1,373,968) | (856,547) | (1,549,862) | (1,255,466) | ||||
Net cash provided by (used in) investing activities | 200,000 | (250,000,000) | 707,600 | (250,000,000) | 765,483 | (249,422,674) | 851,488 | (249,097,000) | ||||
Net cash (used in) provided by financing activities | (73,736) | 251,342,222 | (70,954) | 251,398,074 | (83,629) | 251,360,801 | (121,200) | 251,433,770 | ||||
Net (decrease) increase in cash | (265,805) | 1,581,677 | 75,004 | 1,091,152 | (692,114) | 1,081,580 | (819,574) | 1,081,304 | ||||
Change in Class A common stock subject to possible redemption | 485,420 | 237,535,590 | 355,690 | 238,585,190 | (61,350) | 239,638,600 | (2,491,471) | 240,114,450 | ||||
Adjustments | ||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Net income (loss) | 289,000 | (8,134,314) | (14,495,000) | 4,702,686 | (635,000) | 1,501,686 | (14,794,000) | 878,686 | ||||
Change in the fair value of Warrant liability | (11,400,000) | 11,555,000 | 1,115,000 | 2,645,000 | (13,510,000) | (265,000) | 12,670,000 | (13,775,000) | 1,270,000 | (11,130,000) | 13,005,000 | (10,850,000) |
Change in the fair value of the Forward Purchase Agreement liability | $ (2,460,000) | $ 3,229,000 | (1,404,000) | $ 556,000 | $ 673,000 | (211,000) | 1,825,000 | 462,000 | (635,000) | 1,018,000 | 1,789,000 | 1,361,000 |
Initial classification of Forward Purchase Agreement liability | 2,035,000 | 2,035,000 | 2,035,000 | 2,035,000 | ||||||||
Offering cost associated with Warrants recorded as liabilities | 1,465,314 | 1,465,314 | 1,465,314 | 1,465,314 | ||||||||
Loss on sale of Private Placement Warrants | 5,110,000 | 5,110,000 | 5,110,000 | 5,110,000 | ||||||||
Change in Class A common stock subject to possible redemption | $ 289,000 | (32,419,000) | $ (14,495,000) | (19,582,000) | $ (635,000) | (22,783,000) | $ (14,793,999) | (23,406,000) | ||||
Initial classification of Warrant liability | $ 30,860,000 | $ 30,860,000 | $ 30,860,000 | $ 30,860,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 12, 2019 |
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Investment income on trust account, net of tax | $ 910,070 | $ 4,472,458 | ||||||||
Franchise taxes | 336,730 | 1,395,607 | ||||||||
Federal depository insurance coverage | 250,000 | |||||||||
Cash equivalents | 0 | 0 | ||||||||
Offering Costs | $ 14,653,147 | |||||||||
Underwriting Fees | 5,000,000 | |||||||||
Deferred Underwriting Fee | 8,750,000 | |||||||||
Other offering costs | 903,147 | |||||||||
Offering Costs Charged to Expense | 1,465,314 | |||||||||
Offering Costs Charged To Stockholders Equity | $ 13,187,833 | |||||||||
Unrecognized tax benefits | 0 | 0 | ||||||||
Unrecognized tax benefits, interest and penalties accrued | 0 | 0 | ||||||||
Deferred tax assets | 885,206 | 70,106 | ||||||||
Income tax (benefit) expense | $ 136,730 | $ 1,195,607 | ||||||||
Effective tax rate | (0.81%) | 8.90% | ||||||||
Class A | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Weighted average number of shares of common stock outstanding | 25,000,000 | 25,000,000 | ||||||||
Shares issued, subject to possible redemption, temporary equity | 19,942,298 | 21,670,845 | 21,601,210 | 20,256,914 | 21,748,287 | 21,685,566 | 21,900,319 | 20,511,659 | 20,446,833 | |
Total shares issued to public | 25,000,000 | 25,000,000 | ||||||||
Class A | Warrants | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Securities not considered in calculation of diluted earnings per share | 19,500,000 | |||||||||
Redeemable Class A Common Stock | ||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||
Shares issued, subject to possible redemption, temporary equity | 19,942,298 | 21,670,845 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2019 | |
Warrants | |||
Class Of Stock [Line Items] | |||
Warrants price per warrant | $ 11.50 | ||
Period after business combination when warrants become exercisable | 30 days | ||
Number of shares entitles to purchase per warrant | 1 | ||
Warrants expiration period | 5 years | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Common stock price (equals or exceeds) | $ 18 | ||
Number of trading days within a 30-trading day period | 20 days | ||
Trading day period | 30 days | ||
Number of business days before notice of redemption | 3 days | ||
Class A | |||
Class Of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO | |||
Class Of Stock [Line Items] | |||
Sale of units in initial public offering, Shares | 25,000,000 | ||
Sale of stock price per unit | $ 10 | $ 10 | |
Percentage of underwriting discount | 2.00% | ||
Payments of initial public offering | $ 5,000,000 | ||
Deferred underwriters discount of initial public offering rate | 3.50% | ||
Proceeds from issuance initial public offering gross | $ 8,750,000 | ||
Over-Allotment Option | |||
Class Of Stock [Line Items] | |||
Sale of units in initial public offering, Shares | 3,750,000 | ||
Underwriters grant period option | 45 days | ||
Underwriters over-allotment option expired | 2019-04 | ||
Sponsor | Private Placement | |||
Class Of Stock [Line Items] | |||
Warrants to purchase an aggregate shares | 7,000,000 | ||
Warrants price per warrant | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jan. 13, 2021 | Mar. 13, 2019 | Mar. 07, 2019 | Feb. 26, 2019 | Nov. 29, 2017 | Nov. 21, 2017 | Apr. 30, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2019 |
Related Party Transaction [Line Items] | |||||||||||
Aggregate amount private placement | $ 7,000,000 | ||||||||||
Advances from related party | $ 169,257 | 454,757 | |||||||||
Notes payable amended date | Nov. 6, 2018 | ||||||||||
Repayment of loans from related party | $ 300,000 | $ 290,457 | 333,063 | ||||||||
Administrative expenses paid by related party | 624,013 | 454,757 | |||||||||
Advance from related party | 493 | 121,694 | |||||||||
Administrative Expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of loans from related party | $ 623,520 | $ 333,063 | |||||||||
Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances from related party | $ 300,000 | ||||||||||
Class A | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of units in initial public offering, Shares | 25,000,000 | ||||||||||
Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||
Holding period of shares for completion of initial business combination | 1 year | ||||||||||
Number of trading period for transfer of shares | 20 days | ||||||||||
Number of consecutive trading period for transfer of shares | 30 days | ||||||||||
Founder Shares | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock price threshold that allows transfer of shares | $ 12 | ||||||||||
Founder Shares | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Period after initial business combination to allow transfer of shares | 150 days | ||||||||||
Founder Shares | Class F | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of units in initial public offering, Shares | 8,625,000 | ||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||
Number of shares surrendered | 1,437,500 | ||||||||||
Shares outstanding | 7,187,500 | ||||||||||
Shares subject to forfeiture to the extent that over-allotment option is not exercised by the underwriters | 937,500 | ||||||||||
Founder Shares | Class F | Option | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares outstanding | 6,250,000 | 6,250,000 | |||||||||
Forfeiture of shares | 937,500 | ||||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances from related party | $ 118,323 | ||||||||||
Monthly expense for office space, utilities, administrative and support services to affiliate | $ 10,000 | ||||||||||
Sponsor | Accounts Payable and Accrued Expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses payable | $ 0 | $ 60,000 | |||||||||
Sponsor | General and Administrative Expense | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses incurred | $ 120,000 | $ 98,065 | |||||||||
Sponsor | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants to purchase an aggregate shares | 7,000,000 | ||||||||||
Warrants price per warrant | $ 1 | ||||||||||
Proceeds of private placement warrants | $ 5,000,000 | ||||||||||
Option to purchase additional warrants expired | 750,000 | ||||||||||
Sponsor | IPO and Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount held in trust account | $ 250,000,000 | ||||||||||
Sponsor | Class A | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants price per warrant | $ 11.50 | ||||||||||
Crescent | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of forward purchase units | 5,000,000 | ||||||||||
Forward purchase units description | one share of the Company’s Class A common stock (such shares of Class A common stock to be issued pursuant to the Forward Purchase Agreement, the “Forward Purchase Shares”) and one-third of one warrant to purchase one share of the Company’s Class A common stock (such warrants to be issued pursuant to the Forward Purchase Agreement | ||||||||||
Crescent | Subsequent Event | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of forward purchase units | 2,500,000 | ||||||||||
Forward purchase units description | The Forward Purchase Agreement was subsequently amended on January 13, 2021 which resulted in Crescent Capital Group Holdings LP committing to purchase 2,500,000 Forward Purchase Units, for $10.00 per unit, or an aggregate amount of $25,000,000. | ||||||||||
Crescent | Forward Purchase Warrants | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants price per warrant | $ 10 | ||||||||||
Aggregate amount private placement | $ 50,000,000 | ||||||||||
Crescent | Forward Purchase Warrants | Subsequent Event | Forward Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants price per warrant | $ 10 | ||||||||||
Aggregate amount private placement | $ 25,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 12, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | ||||||||||
Common stock, voting rights per share | one | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Class A | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||
Common stock, shares issued | 5,057,702 | 3,398,790 | 4,743,086 | 3,251,713 | 3,329,155 | 3,314,434 | 3,099,681 | 4,488,341 | 4,553,167 | |
Common stock, shares outstanding | 5,057,702 | 3,398,790 | 4,743,086 | 3,251,713 | 3,329,155 | 3,314,434 | 3,099,681 | 4,488,341 | 3,314,434 | |
Temporary equity, shares issued | 19,942,298 | 21,601,210 | 20,256,914 | 21,748,287 | 21,670,845 | 21,685,566 | 21,900,319 | 20,511,659 | 20,446,833 | |
Class F | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | ||||||||
Common stock, shares issued | 6,250,000 | 6,250,000 | ||||||||
Common stock, shares outstanding | 6,250,000 | 6,250,000 | ||||||||
Common Stock | Class A | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 5,057,702 | 3,329,155 | ||||||||
Temporary equity, shares issued | 19,942,298 | 21,670,845 | ||||||||
Common Stock | Class F | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 6,250,000 | 6,250,000 | 7,187,500 | |||||||
Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 12, 2019 |
Cash and Marketable Securities Held in Trust Account | |||
Assets: | |||
Assets | $ 253,628,041 | $ 253,557,444 | |
Warrant Liability – Public Warrants | |||
Liabilities: | |||
Liabilities | 18,875,000 | 10,000,000 | |
Warrant Liability – Private Placement Warrants | |||
Liabilities: | |||
Liabilities | 14,140,000 | 10,010,000 | |
Forward Purchase Agreement | |||
Liabilities: | |||
Liabilities | 5,185,000 | 3,396,000 | $ 2,035,000 |
Quoted Prices in Active Markets (Level 1) | Cash and Marketable Securities Held in Trust Account | |||
Assets: | |||
Assets | 253,628,041 | 253,557,444 | |
Quoted Prices in Active Markets (Level 1) | Warrant Liability – Public Warrants | |||
Liabilities: | |||
Liabilities | 18,875,000 | 10,000,000 | |
Significant Other Unobservable Inputs (Level 3) | Warrant Liability – Private Placement Warrants | |||
Liabilities: | |||
Liabilities | 14,140,000 | 10,010,000 | |
Significant Other Unobservable Inputs (Level 3) | Forward Purchase Agreement | |||
Liabilities: | |||
Liabilities | $ 5,185,000 | $ 3,396,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | $ 253,628,041 | $ 253,569,459 |
Held-to-maturity securities | 0 | |
Warrant Liability – Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of Public warrant liability transfer from Level 3 to Level1 | 18,750,000 | |
Fair value of Public warrants as of initial measurement date | $ 18,750,000 | |
Dividend Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Commitment amount pursuant to forward purchase agreement | $ 50,000,000 | |
Percentage of probability assigned to consummation of business combination | 80.00% | |
Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 18,376 | |
U.S. Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 253,551,083 | |
Held-to-maturity securities | $ 253,551,083 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | $ 253,628,041 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Assumptions (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 12, 2019USD ($) |
Dividend Yield | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | ||
Recurring Basis | Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of liabilities | $ 18,875,000 | $ 10,000,000 | |
Recurring Basis | Public Warrants | Asset Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 9.25 | ||
Recurring Basis | Public Warrants | Exercise Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 11.50 | ||
Recurring Basis | Public Warrants | Term | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, term | 5 years 6 months | ||
Recurring Basis | Public Warrants | Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.3000 | ||
Recurring Basis | Public Warrants | Risk-free Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0240 | ||
Recurring Basis | Public Warrants | Dividend Yield | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | ||
Recurring Basis | Public Warrants | Fair Value of each Warrant | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 1.50 | ||
Recurring Basis | Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of liabilities | $ 14,140,000 | $ 10,010,000 | |
Recurring Basis | Private Placement Warrants | Asset Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 10.45 | 10.02 | 9.25 |
Recurring Basis | Private Placement Warrants | Exercise Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 11.50 | 11.50 | 11.50 |
Recurring Basis | Private Placement Warrants | Term | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, term | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Recurring Basis | Private Placement Warrants | Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.2930 | 0.2150 | 0.3000 |
Recurring Basis | Private Placement Warrants | Risk-free Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0040 | 0.0170 | 0.0240 |
Recurring Basis | Private Placement Warrants | Dividend Yield | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 | 0 |
Recurring Basis | Private Placement Warrants | Fair Value of each Warrant | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Warrants, measurement input | 2.02 | 1.43 | 1.73 |
Recurring Basis | Forward Purchase Agreement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of liabilities | $ 5,185,000 | $ 3,396,000 | $ 2,035,000 |
Recurring Basis | Forward Purchase Agreement | Asset Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Forward purchase agreement, measurement input | 10.45 | 10.02 | 9.25 |
Recurring Basis | Forward Purchase Agreement | Risk-free Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Forward purchase agreement, measurement input | 0.0009 | 0.0159 | 0.0244 |
Recurring Basis | Forward Purchase Agreement | Private Placement Warrant Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Forward purchase agreement, measurement input | 2.02 | 1.43 | 1.73 |
Recurring Basis | Forward Purchase Agreement | Discount Term | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Forward purchase agreement, term | 6 months | 1 year 6 months | 2 years 3 months 18 days |
Recurring Basis | Forward Purchase Agreement | Probability of Merger | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Forward purchase agreement, measurement input | 0.8000 | 0.8000 | 0.8000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of Warrant and Forward Purchase Agreement Liabilities (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 32,895,000 | $ 23,406,000 |
Change in the fair value | (9,489,000) | 14,794,000 |
Ending balance | 23,406,000 | 38,200,000 |
Private Placement Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 12,110,000 | 10,010,000 |
Change in the fair value | (2,100,000) | 4,130,000 |
Ending balance | 10,010,000 | 14,140,000 |
Public Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 18,750,000 | 10,000,000 |
Change in the fair value | (8,750,000) | 8,875,000 |
Ending balance | 10,000,000 | 18,875,000 |
Forward Purchase Agreement | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 2,035,000 | 3,396,000 |
Change in the fair value | 1,361,000 | 1,789,000 |
Ending balance | $ 3,396,000 | $ 5,185,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 0 | |
U.S. Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 253,551,083 | |
Gross Holding Gains | 6,361 | |
Fair Value | $ 253,557,444 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Gross Holding Losses and Fair Value of Held-to-Maturity Securities (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
U.S. Treasury Bills | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Held-to-maturity security maturity date | Mar. 12, 2020 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
Federal | $ 93,518 | $ 817,897 |
State | 43,212 | 377,710 |
Deferred | ||
Federal | (524,082) | (68,511) |
State | (197,599) | |
Change in valuation allowance | 721,681 | 68,511 |
Income tax provision expense | $ 136,730 | $ 1,195,607 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Startup/organizational costs | $ 885,206 | $ 70,106 |
Valuation allowance | $ (885,206) | $ (70,106) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 885,206 | $ 70,106 |
Income tax expense | $ 136,730 | $ 1,195,607 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | (0.20%) | 2.22% |
Other permanent items | (18.12%) | (14.83%) |
Meals & entertainment | (0.02%) | 0.00% |
Valuation allowance | (3.47%) | 0.51% |
Effective tax rate | (0.81%) | 8.90% |