Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | TATTOOED CHEF, INC | |
Trading Symbol | TTCF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 65,118,913 | |
Amendment Flag | false | |
Entity Central Index Key | 0001741231 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38615 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-5457906 | |
City Area Code | (562) | |
Local Phone Number | 602-0822 | |
Entity Address, Address Line One | 1615 South Congress Avenue | |
Entity Address, Address Line Two | Suite 103 | |
Entity Address, City or Town | Delray Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33445 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 37,220 | $ 1,287,406 |
Prepaid expenses | 21,320 | 3,611 |
Prepaid income taxes | 430,271 | |
Total Current Assets | 488,811 | 1,291,017 |
Deferred tax asset | 8,377 | |
Marketable securities held in Trust Account | 207,415,640 | 205,314,566 |
TOTAL ASSETS | 207,912,828 | 206,605,583 |
Current Liabilities | ||
Accounts payable and accrued expenses | 9,166,765 | 499,625 |
Income taxes payable | 631,180 | |
Total Current Liabilities | 9,166,765 | 1,130,805 |
Promissory note – related party | 1,799,587 | |
Deferred tax liability | 4,571 | |
Deferred underwriting fees | 7,000,000 | 7,000,000 |
Total Liabilities | 17,966,352 | 8,135,376 |
Commitments | ||
Class A Common stock subject to possible redemption, 17,798,414 and 18,913,021 shares at redemption value as of September 30, 2020 and December 31, 2019, respectively | 184,946,475 | 193,470,198 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Additional paid-in capital | 10,048,451 | 1,572,014 |
(Accumulated deficit) Retained earnings | (5,049,235) | 3,427,321 |
Total Stockholders’ Equity | 5,000,001 | 5,000,009 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 207,912,828 | 206,605,583 |
Class A Common stock | ||
Stockholders’ Equity | ||
Common stock value | 285 | 174 |
Total Stockholders’ Equity | 285 | 174 |
Class B Common stock | ||
Stockholders’ Equity | ||
Common stock value | 500 | 500 |
Total Stockholders’ Equity | $ 500 | $ 500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Common stock subject to possible redemption | 17,798,414 | 18,913,021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,851,997 | 1,741,979 |
Common stock, shares outstanding | 2,851,997 | 1,741,979 |
Class B Common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 8,020,701 | $ 191,802 | $ 9,293,610 | $ 578,552 | |
Loss from operations | (8,020,701) | (191,802) | (9,293,610) | (578,552) | |
Other income: | |||||
Interest income | 53,388 | 1,065,919 | 804,106 | 3,440,046 | |
Unrealized gain on marketable securities held in Trust Account | 22,614 | 29,197 | |||
Other income | 53,388 | 1,088,533 | 804,106 | 3,469,243 | |
(Loss) income before provision for income taxes | (7,967,313) | 896,731 | (8,489,504) | 2,890,691 | |
Benefit from (provision for) income taxes | 45,335 | (227,387) | 12,948 | (773,260) | |
Net (Loss) Income | $ (7,921,978) | $ 669,344 | $ (8,476,556) | $ 2,117,431 | |
Weighted average shares outstanding, basic and diluted (in Shares) | [1] | 7,089,591 | 6,688,928 | 6,920,455 | 6,681,145 |
Basic and diluted net loss per common stock (in Dollars per share) | [2] | $ (1.12) | $ (0.01) | $ (1.31) | $ (0.04) |
[1] | Excludes an aggregate of up to 17,798,414 and 18,947,461 shares subject to possible redemption at September 30, 2020 and 2019, respectively. | ||||
[2] | Net loss per common share – basic and diluted excludes income attributable to shares subject to possible redemption of $3,016 and $768,480 for the three months ended September 30, 2020 and 2019, respectively, and $593,745 and $2,412,064 for the nine months ended September 30, 2020 and 2019, respectively (see Note 2). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2018 | $ 168 | $ 500 | $ 3,922,180 | $ 1,077,153 | $ 5,000,001 |
Balance (in Shares) at Dec. 31, 2018 | 1,675,160 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | (701,764) | (701,764) | |||
Change in value of common stock subject to possible redemption (in Shares) | 4,035 | ||||
Net income (loss) | 701,764 | 701,764 | |||
Balance at Mar. 31, 2019 | $ 168 | $ 500 | 3,220,416 | 1,778,917 | 5,000,001 |
Balance (in Shares) at Mar. 31, 2019 | 1,679,195 | 5,000,000 | |||
Balance at Dec. 31, 2018 | $ 168 | $ 500 | 3,922,180 | 1,077,153 | 5,000,001 |
Balance (in Shares) at Dec. 31, 2018 | 1,675,160 | 5,000,000 | |||
Net income (loss) | 2,117,431 | ||||
Balance at Sep. 30, 2019 | $ 171 | $ 500 | 1,804,754 | 3,194,584 | 5,000,009 |
Balance (in Shares) at Sep. 30, 2019 | 1,707,539 | 5,000,000 | |||
Balance at Mar. 31, 2019 | $ 168 | $ 500 | 3,220,416 | 1,778,917 | 5,000,001 |
Balance (in Shares) at Mar. 31, 2019 | 1,679,195 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | $ 1 | (746,324) | (746,323) | ||
Change in value of common stock subject to possible redemption (in Shares) | 9,733 | ||||
Net income (loss) | 746,323 | 746,323 | |||
Balance at Jun. 30, 2019 | $ 169 | $ 500 | 2,474,092 | 2,525,240 | 5,000,001 |
Balance (in Shares) at Jun. 30, 2019 | 1,688,928 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | $ 2 | (669,338) | (669,336) | ||
Change in value of common stock subject to possible redemption (in Shares) | 18,611 | ||||
Net income (loss) | 669,344 | 669,344 | |||
Balance at Sep. 30, 2019 | $ 171 | $ 500 | 1,804,754 | 3,194,584 | 5,000,009 |
Balance (in Shares) at Sep. 30, 2019 | 1,707,539 | 5,000,000 | |||
Balance at Dec. 31, 2019 | $ 174 | $ 500 | 1,572,014 | 3,427,321 | 5,000,009 |
Balance (in Shares) at Dec. 31, 2019 | 1,741,979 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | $ 19 | 62,875 | 62,894 | ||
Change in value of common stock subject to possible redemption (in Shares) | 185,957 | ||||
Net income (loss) | (62,901) | (62,901) | |||
Balance at Mar. 31, 2020 | $ 193 | $ 500 | 1,634,889 | 3,364,420 | 5,000,002 |
Balance (in Shares) at Mar. 31, 2020 | 1,927,936 | 5,000,000 | |||
Balance at Dec. 31, 2019 | $ 174 | $ 500 | 1,572,014 | 3,427,321 | 5,000,009 |
Balance (in Shares) at Dec. 31, 2019 | 1,741,979 | 5,000,000 | |||
Net income (loss) | (8,476,556) | ||||
Balance at Sep. 30, 2020 | $ 285 | $ 500 | 10,048,451 | (5,049,235) | 5,000,001 |
Balance (in Shares) at Sep. 30, 2020 | 2,851,997 | 5,000,000 | |||
Balance at Mar. 31, 2020 | $ 193 | $ 500 | 1,634,889 | 3,364,420 | 5,000,002 |
Balance (in Shares) at Mar. 31, 2020 | 1,927,936 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | $ 16 | 491,663 | 491,679 | ||
Change in value of common stock subject to possible redemption (in Shares) | 161,655 | ||||
Net income (loss) | (491,677) | (491,677) | |||
Balance at Jun. 30, 2020 | $ 209 | $ 500 | 2,126,522 | 2,872,743 | 5,000,004 |
Balance (in Shares) at Jun. 30, 2020 | 2,089,591 | 5,000,000 | |||
Change in value of common stock subject to possible redemption | $ 76 | 7,921,899 | 7,921,975 | ||
Change in value of common stock subject to possible redemption (in Shares) | 762,406 | ||||
Net income (loss) | (7,921,978) | (7,921,978) | |||
Balance at Sep. 30, 2020 | $ 285 | $ 500 | $ 10,048,451 | $ (5,049,235) | $ 5,000,001 |
Balance (in Shares) at Sep. 30, 2020 | 2,851,997 | 5,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (8,476,556) | $ 2,117,431 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (804,106) | (3,440,046) |
Unrealized gain on marketable securities held in Trust Account | (29,197) | |
Deferred tax benefit | (12,948) | (55,838) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (17,709) | 24,943 |
Prepaid income taxes | (430,271) | |
Accounts payable and accrued expenses | 8,667,140 | (50,075) |
Income taxes payable | (631,180) | 388,635 |
Net cash used in operating activities | (1,705,630) | (1,044,147) |
Cash Flows from Investing Activities: | ||
Investment in Trust Account | (2,639,395) | |
Cash withdrawn from Trust Account in connection with redemption | 47,175 | |
Cash withdrawn from Trust Account to pay franchise taxes and income taxes | 1,295,252 | 563,619 |
Net cash (used in) provided by investing activities | (1,296,968) | 563,619 |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note – related party | 1,799,587 | |
Redemption of common stock | (47,175) | |
Net cash provided by financing activities | 1,752,412 | |
Net Change in Cash | (1,250,186) | (480,528) |
Cash – Beginning | 1,287,406 | 1,762,095 |
Cash – Ending | 37,220 | 1,281,567 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 1,061,451 | 440,463 |
Non-cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | $ (8,476,548) | $ 2,117,423 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Tattooed Chef, Inc., formerly known as Forum Merger II Corporation (the “Company”), was incorporated in Delaware on May 4, 2018. 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. Business Combination On October 15, 2020 (the “Closing”), the Company consummated the previously announced business combination with Myjojo, Inc., a Delaware corporation (“Ittella Parent”), pursuant to an Agreement and Plan of Merger dated June 11, 2020 (as amended, the “Merger Agreement”), by and among the Company, Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Ittella Parent, and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” Upon the consummation of the Business Combination, Merger Sub merged with and into Ittella Parent (the “Merger”), with Ittella Parent surviving the merger in accordance with the Delaware General Corporation Law and as a wholly-owned subsidiary of the Company. In connection with the Closing of the Business Combination, the Company changed its name from Forum Merger II Corporation to Tattooed Chef, Inc. (“Tattooed Chef”). The aggregate consideration paid at the Closing to the Ittella Parent securityholders was approximately $420,000,000, subject to the purchase price adjustments as set forth in the Merger Agreement (the “Closing Merger Consideration”). In connection with the Closing, the Company withdrew $18,952 of funds from the Trust Account (defined below) to fund participant share redemptions. Business Prior to the Business Combination Prior to the Business Combination, the Company’s only subsidiary was Sprout Merger Sub, Inc. All activity through September 30, 2020 related to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for an initial business combination and consummating the acquisition of Ittella Parent (see Note 6). The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2018. On August 7, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating total gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 655,000 units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to the Sponsor and the underwriters, generating total gross proceeds of $6,550,000, which is described in Note 4. Following the closing of the Initial Public Offering on August 7, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, not to be withdrawn until the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $11,532,114, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $532,114 of other costs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 11, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through September 30, 2020, the Company withdrew an aggregate of $2,037,054 of interest income from the Trust Account to pay for its franchise and income taxes, of which $1,295,252 was withdrawn during the nine months ended September 30, 2020. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s 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. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 25% for the three and nine months ended September 30, 2020 due to the non-deductibility of transactional expenses incurred in connection with the search for potential targets for an initial business combination. The effective tax rate differs from the statutory tax rate of 25% for the nine months ended September 30, 2019 due to true-up adjustments from the prior year tax returns. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 20,655,000 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income $ (7,921,978 ) $ 669,344 $ (8,476,556 ) $ 2,117,431 Less: Income attributable to common stock subject to possible redemption (3,016 ) (768,480 ) (593,745 ) (2,412,064 ) Adjusted net loss $ (7,924,994 ) $ (99,136 ) $ (9,070,301 ) $ (294,633 ) Weighted average shares outstanding, basic and diluted 7,089,591 6,688,928 6,920,455 6,681,145 Basic and diluted net loss per common share $ (1.12 ) $ (0.01 ) $ (1.31 ) $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 655,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,550,000, of which 555,000 Private Placement Units were purchased by the Sponsor and 100,000 Private Placement Units were purchased by the underwriters. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 16, 2018, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). On September 21, 2018, the underwriters’ over-allotment option expired unexercised, and, as a result 750,000 Founder Shares were forfeited resulting in an aggregate of 5,000,000 Founder Shares outstanding. The Founder Shares automatically converted into common stock upon the consummation of the Business Combination on a one-for-one basis, as described in Note 7. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its 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 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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Pursuant to the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Sponsor, Jefferies LLC, EarlyBirdCapital, Inc., UMB Capital Corporation, Salvatore Galletti, Pizzo Food Srls and Stephanie Dieckmann (the “Investors”), the Sponsor agreed that it will not transfer (i) 1,250,000 Founder Shares held by it prior to six months after the Closing and (ii) 3,750,000 Founder Shares held by it prior to the earlier of (x) 12 months after the Closing, (y) the date on which the last sales price of common stock exceeds $12.00, subject to adjustment as provided therein and (z) the date on which the Company completes a 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. In addition, the holders of shares of common stock received as consideration in the Business Combination agreed not to transfer any of such shares held by them prior to six months after the Closing (see Note 6). Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor whereby, commencing on August 7, 2018 through the earlier of the Company’s consummation of an initial business combination and its liquidation, the Company agreed to pay the affiliate $15,000 per month for office space, utilities and secretarial and administrative support. For the three months ended September 30, 2020 and 2019, the Company incurred $45,000 in fees for these services. For the nine months ended September 30, 2020 and 2019, the Company incurred $135,000 in fees for these services. At September 30, 2020 and December 31, 2019, fees amounting to $81,907 and $0 are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets, respectively. The Company ceased paying these monthly fees upon the Closing. Related Party Loans On May 16, 2018, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2018 or the completion of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on August 7, 2018. On February 10, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Extension Note”) in the aggregate amount of $2,639,394 in order to fund the extension payments. The Extension Note is non-interest bearing and payable upon the consummation of an initial business combination. As of September 30, 2020, the outstanding balance under the Extension Note amounted to $1,799,587. The Extension Note was repaid at Closing from cash released from the Trust Account. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 7, 2018, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of funds loaned to the Company by the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors in order to finance transaction costs in connection with an initial business combination (“Working Capital Loans”) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. At the Closing, the Company entered into the Amended and Restated Registration Rights Agreement with the Investors, which, among other things, amends and restates the registration rights agreement entered into by and among the Company, the Company’s initial directors and officers, the Sponsor, Jefferies LLC and EarlyBirdCapital, Inc. at the time of the Company’s Initial Public Offering. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, among other things, the Company is obligated to file, not later than 120 days after the Closing, a registration statement covering the shares of common stock issued or issuable to the Investors. Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor agreed that it will not transfer (i) 1,250,000 Founder Shares held by it prior to six months after the Closing and (ii) 3,750,000 Founder Shares held by it prior to the earlier of (x) 12 months after the Closing, (y) the date on which the last sales price of common stock exceeds $12.00, subject to adjustment as provided therein and (z) the date on which the Company completes a 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. In addition, the holders of shares of common stock received as consideration in the Business Combination agreed not to transfer any of such shares held by them prior to six months after the Closing. Underwriting Agreement The underwriters were paid a cash underwriting fee of $4,000,000. In addition, the underwriters were entitled to a deferred underwriting fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee was paid in cash upon the closing of the Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Merger Agreement The aggregate consideration paid at the closing of the Combination to the Ittella Parent securityholders was approximately $420 million, subject to the purchase price adjustments as set forth in the Merger Agreement (the “Closing Merger Consideration”). The Closing Merger Consideration was required to be comprised of a cash amount between $50,000,000 and $75,000,000, with the remainder of the Closing Merger Consideration comprised of the Company’s common stock, valued at $10.00 per share. An additional 5,000,000 shares of the Company’s common stock (the “Holdback Shares”) are payable after the Closing to the Ittella Parent stockholders upon satisfaction, within the first three years after the Closing, of the following conditions: (i) if the trading price of the Company’s common stock equals or exceeds $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 Holdback Shares will be released to the Ittella Parent stockholders or (ii) if the trading price of the Company’s common stock equals or exceeds $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares will be released to the Ittella Parent stockholders. If a change in control occurs within the first three years after the Closing, all Holdback Shares not previously released will be released to the Ittella Parent stockholders. If the conditions to release of the Holdback Shares are not satisfied within the first three years of Closing, the Holdback Shares are forfeited. The Sponsor, at the Closing, placed 2,500,000 Founder Shares held by it (the “Sponsor Earnout Shares”) into escrow. The vesting, release and forfeiture terms of the Sponsor Earnout Shares are the same as the vesting, release and forfeiture terms applicable to the Holdback Shares, with 50% of the Sponsor Earnout Shares vesting at each Share Price Trigger, and all Sponsor Earnout Shares released if a change of control occurs, in each case, within the first three years after the Closing. If the conditions to the release of any Sponsor Earnout Shares are not satisfied on or prior to the date that it is finally determined that the Ittella Parent stockholders are not entitled to or eligible to receive any further Holdback Releases as defined in, and pursuant to, the Merger Agreement, the Sponsor Earnout Shares will be forfeited by the Sponsor on that date. The Company, at the Closing, placed 100,000 shares of the Company’s common stock into an adjustment escrow account. All or a portion of those shares of common stock will either be released to the Ittella Parent stockholders or released to the Company in accordance with the adjustment mechanisms set forth in Section 3.5 of the Merger Agreement. On October 15, 2020, the Company held a special meeting of its stockholders at which the Company’s stockholders approved the Business Combination, among other things. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Business Combination on a one-for-one basis. Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS 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 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 207,415,640 $ 205,314,566 On October 15, 2020, in connection with the Business Combination, the Company liquidated the Trust Account to fund the Business Combination and related expenses (see Note 9). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS As described in Note 1, the Company completed the Business Combination on October 15, 2020. In connection with the closing of the Business Combination, the Company paid the deferred underwriting fee of $7,000,000 to the underwriters of the Initial Public Offering and paid $18,952 to redeeming stockholders. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 11, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through September 30, 2020, the Company withdrew an aggregate of $2,037,054 of interest income from the Trust Account to pay for its franchise and income taxes, of which $1,295,252 was withdrawn during the nine months ended September 30, 2020. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s 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. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 25% for the three and nine months ended September 30, 2020 due to the non-deductibility of transactional expenses incurred in connection with the search for potential targets for an initial business combination. The effective tax rate differs from the statutory tax rate of 25% for the nine months ended September 30, 2019 due to true-up adjustments from the prior year tax returns. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 20,655,000 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income $ (7,921,978 ) $ 669,344 $ (8,476,556 ) $ 2,117,431 Less: Income attributable to common stock subject to possible redemption (3,016 ) (768,480 ) (593,745 ) (2,412,064 ) Adjusted net loss $ (7,924,994 ) $ (99,136 ) $ (9,070,301 ) $ (294,633 ) Weighted average shares outstanding, basic and diluted 7,089,591 6,688,928 6,920,455 6,681,145 Basic and diluted net loss per common share $ (1.12 ) $ (0.01 ) $ (1.31 ) $ (0.04 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net (loss) income $ (7,921,978 ) $ 669,344 $ (8,476,556 ) $ 2,117,431 Less: Income attributable to common stock subject to possible redemption (3,016 ) (768,480 ) (593,745 ) (2,412,064 ) Adjusted net loss $ (7,924,994 ) $ (99,136 ) $ (9,070,301 ) $ (294,633 ) Weighted average shares outstanding, basic and diluted 7,089,591 6,688,928 6,920,455 6,681,145 Basic and diluted net loss per common share $ (1.12 ) $ (0.01 ) $ (1.31 ) $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 207,415,640 $ 205,314,566 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 15, 2020 | Aug. 07, 2018 | Sep. 30, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Purchase price | $ 420,000,000 | ||
Transaction costs amounted | $ 18,952 | $ 11,532,114 | |
Sale of stock shares price (in Dollars per share) | $ 10 | ||
Deferred underwriting fees | $ 7,000,000 | ||
Other costs | $ 532,114 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Consummated the initial public offering (in Shares) | 20,000,000 | ||
Total gross proceeds initial public offering | $ 200,000,000 | ||
Consummated the sale of an aggregate (in Shares) | 655,000 | 20,000,000 | |
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Consummated the sale of an aggregate (in Shares) | 4,000,000 | ||
Sale of stock shares price (in Dollars per share) | $ 10 | ||
Total gross proceeds of private placement | $ 6,550,000 | ||
Initial public offering shares amount | $ 200,000,000 | ||
Initial Public Offering [Member] | Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Total gross proceeds of private placement | $ 6,550,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Withdrew interest income from trust account (in Dollars) | $ 2,037,054 | ||
Income tax (in Dollars) | $ 1,295,252 | ||
Statutory tax rate | 25.00% | 25.00% | 25.00% |
Warrants sold to purchase Class A common stock (in Shares) | 20,655,000 | ||
Federal depository insurance coverage (in Dollars) | $ 250,000 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Other technical percentage | 30.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Other technical percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - Parent [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share [Line Items] | ||||
Net (loss) income | $ (7,921,978) | $ 669,344 | $ (8,476,556) | $ 2,117,431 |
Less: Income attributable to common stock subject to possible redemption | (3,016) | (768,480) | (593,745) | (2,412,064) |
Adjusted net loss | $ (7,924,994) | $ (99,136) | $ (9,070,301) | $ (294,633) |
Weighted average shares outstanding, basic and diluted (in Shares) | 7,089,591 | 6,688,928 | 6,920,455 | 6,681,145 |
Basic and diluted net loss per common share (in Dollars per share) | $ (1.12) | $ (0.01) | $ (1.31) | $ (0.04) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Aug. 07, 2018 | Sep. 30, 2020 |
Initial Public Offering (Details) [Line Items] | ||
Initial public offering per share | $ 11.50 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Initial public offering shares (in Shares) | shares (in Shares) | 655,000 | 20,000,000 |
Initial public offering per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Aug. 07, 2018 | Sep. 30, 2020 |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase price, shares | 655,000 | |
Stock price (in Dollars per share) | $ 10 | |
Aggregate purchase price, amount (in Dollars) | $ 6,550,000 | |
Sale of additional stock issued | 4,000,000 | |
Private placement, description | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase price, shares | 555,000 | |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Sale of additional stock issued | 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 10, 2020 | May 16, 2018 | Sep. 21, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 07, 2018 |
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeiture of founder shares (in Shares) | 750,000 | ||||||||
Founder shares outstanding (in Shares) | 5,000,000 | ||||||||
Sponsor, description | The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its 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 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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||
Amount agreed to pay the affiliate | $ 15,000 | ||||||||
Services fees | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 | |||||
Accounts payable | 81,907 | 81,907 | $ 0 | ||||||
Aggregate principal amount | $ 300,000 | ||||||||
Unsecured promissory note | $ 2,639,394 | ||||||||
Proceeds from promissory notes related parties | 1,799,587 | ||||||||
Accrued expenses | $ 81,907 | $ 81,907 | $ 0 | ||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Issuance of common stock to founder, shares (in Shares) | 5,750,000 | ||||||||
Purchase price of founder shares | $ 25,000 | ||||||||
Forfeiture of founder shares (in Shares) | 750,000 | ||||||||
Initial stockholders percentage | 20.00% | ||||||||
UMB Capital Corporation [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Business combination not transfer, description | (i) 1,250,000 Founder Shares held by it prior to six months after the Closing and (ii) 3,750,000 Founder Shares held by it prior to the earlier of (x) 12 months after the Closing, (y) the date on which the last sales price of common stock exceeds $12.00, subject to adjustment as provided therein and (z) the date on which the Company completes a transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. In addition, the holders of shares of common stock received as consideration in the Business Combination agreed not to transfer any of such shares held by them prior to six months after the Closing (see Note 6). |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Commitments (Details) [Line Items] | |
Cash underwriting fee | $ | $ 4,000,000 |
Underwriting per value | $ / shares | $ 0.35 |
Deferred underwriting fee | $ | $ 7,000,000 |
Purchase price of merger agreement | $ | $ 420,000,000 |
Closing merger, description | The Closing Merger Consideration was required to be comprised of a cash amount between $50,000,000 and $75,000,000, with the remainder of the Closing Merger Consideration comprised of the Company’s common stock, valued at $10.00 per share. |
Shares issued | shares | 5,000,000 |
Percentage of founder shares | 50.00% |
Adjustment escrow account | shares | 100,000 |
Founder Shares [Member] | |
Commitments (Details) [Line Items] | |
Shares issued | shares | 2,500,000 |
Holdback Shares [Member] | |
Commitments (Details) [Line Items] | |
Description of merger agreement | (i) if the trading price of the Company’s common stock equals or exceeds $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 Holdback Shares will be released to the Ittella Parent stockholders or (ii) if the trading price of the Company’s common stock equals or exceeds $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares will be released to the Ittella Parent stockholders. If a change in control occurs within the first three years after the Closing, all Holdback Shares not previously released will be released to the Ittella Parent stockholders. If the conditions to release of the Holdback Shares are not satisfied within the first three years of Closing, the Holdback Shares are forfeited. |
IPO [Member] | Founder Shares [Member] | |
Commitments (Details) [Line Items] | |
Business combination not transfer, description | (i) 1,250,000 Founder Shares held by it prior to six months after the Closing and (ii) 3,750,000 Founder Shares held by it prior to the earlier of (x) 12 months after the Closing, (y) the date on which the last sales price of common stock exceeds $12.00, subject to adjustment as provided therein and (z) the date on which the Company completes a 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. In addition, the holders of shares of common stock received as consideration in the Business Combination agreed not to transfer any of such shares held by them prior to six months after the Closing. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Description of redeem public warrants | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption; and ●if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. ●If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,851,997 | 1,741,979 |
Common stock, shares outstanding | 2,851,997 | 1,741,979 |
Common stock subject to possible redemption | 17,798,414 | 18,913,021 |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
Marketable securities held in Trust Account | $ 207,415,640 | $ 205,314,566 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 15, 2020USD ($) |
Subsequent Events (Details) [Line Items] | |
underwriting fees | $ 7,000,000 |
Underwriters paid redeeming stockholders | $ 18,952 |