Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Registrant Name | RMG Acquisition Corp. |
Entity Central Index Key | 0001757932 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 84-2289787 |
Entity Address, Address Line One | 50 West Street, SuiteĀ 40-C |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10006 |
City Area Code | 212 |
Local Phone Number | 785-2579 |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | true |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USN ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USN ($) | Oct. 21, 2018USD ($) |
Current assets: | |||||||||||
Cash | $ 315,502 | $ 1,175,207 | $ 37,044 | ||||||||
Prepaid expenses and other assets | 144,188 | 176,403 | 32,152 | ||||||||
Total current assets | 459,690 | 1,351,610 | 69,196 | ||||||||
Restricted cash equivalents held in Trust Account | 234,179,516 | 233,232,730 | |||||||||
Total Assets | 234,639,206 | 234,584,340 | 481,144 | ||||||||
Current liabilities: | |||||||||||
Accounts payable | 6,490 | 133,562 | 21,218 | ||||||||
Accrued expenses | 202,344 | 50,000 | 22,100 | ||||||||
Franchise tax payable | 150,050 | 200,000 | |||||||||
Income tax payable | 88,057 | ||||||||||
Total current liabilities | 358,884 | 471,619 | 158,699 | ||||||||
Deferred legal fees | 450,000 | 450,000 | $ 450,000 | 300,000 | $ 300,000 | ||||||
Deferred underwriting commissions | 8,050,000 | 8,050,000 | |||||||||
Note payable | 41,666 | ||||||||||
Total Liabilities | 8,900,550 | 8,971,619 | 458,699 | ||||||||
Commitments and contingencies | |||||||||||
Class A common stock, $0.0001 par value; 22,073,865 and 22,061,272 shares subject to possible redemption at $10 per share at September 30, 2020 and 2019 respectively | 220,738,650 | 220,612,720 | |||||||||
Stockholders' Equity: | |||||||||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||||||||
Additional paid-in capital | 7,326,942 | 4,749,168 | 24,425 | ||||||||
Retained earnings (Accumulated deficit) | (2,327,604) | 250,164 | (2,555) | ||||||||
Total stockholders' equity | 5,000,006 | $ 5,000,001 | $ 5,000,006 | 5,000,001 | $ 5,000,007 | $ 5,000,007 | $ 5,000,002 | 22,445 | $ 0 | ||
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Equity | 234,639,206 | 234,584,340 | 481,144 | ||||||||
Class A Common stock | |||||||||||
Stockholders' Equity: | |||||||||||
Common stock, value | 93 | 94 | |||||||||
Total stockholders' equity | 93 | 88 | 88 | 94 | 97 | 103 | 112 | 0 | |||
Class B common stock | |||||||||||
Stockholders' Equity: | |||||||||||
Common stock, value | 575 | 575 | 575 | ||||||||
Total stockholders' equity | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 21, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Class A Common stock | |||||||||
Temporary equity, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Temporary equity, shares subject to possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||
Temporary equity, redemption price per share (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 926,135 | 938,728 | 0 | ||||||
Common stock shares outstanding | 926,135 | 876,966 | 876,491 | 938,728 | 968,745 | 1,034,560 | 1,119,837 | 0 | 0 |
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||
Class B common stock | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
General and administrative expenses | $ 2,565 | $ 589,274 | $ 210,806 | $ 1,049,053 | $ 668,222 | $ 893,066 | |||||
Franchise tax expense | 50,000 | 50,000 | 150,169 | 150,000 | 200,000 | ||||||
Loss from operations | (2,565) | (639,274) | (260,806) | (1,199,222) | (818,222) | (1,093,066) | |||||
Interest income | 10 | 13 | 8,839 | 1,111 | 22,725 | 12,602 | |||||
Interest earned on restricted cash equivalents held in Trust Account | 28,551 | 1,153,171 | 398,809 | ||||||||
Gain on marketable securities (net), and dividends held in Trust Account | 1,142,497 | 3,299,930 | 3,565,051 | ||||||||
Interest expense | (104) | (104) | |||||||||
(Loss) income before income tax expense (benefit) | (2,555) | (610,814) | 890,530 | (45,044) | 2,504,433 | 2,883,396 | |||||
Income tax expense (benefit) | $ 793,057,000 | (119,129) | 232,380 | (170,979) | 668,514 | 797,313 | |||||
Net (loss) income | (2,555) | (491,685) | $ (4,755) | $ 622,375 | 658,150 | $ 852,775 | $ 324,994 | 125,935 | 1,835,919 | 2,086,083 | |
Class A Common stock | |||||||||||
Net (loss) income | $ 97,680 | $ 865,438 | $ 1,173,981 | $ 2,493,441 | $ 2,966,547 | ||||||
Weighted average shares outstanding, basic and diluted (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 22,909,091 | 22,934,985 | ||||||
Basic and diluted net income (loss) per share (in dollars per share) | $ 0.04 | $ 0.05 | $ 0.11 | $ 0.13 | |||||||
Class B common stock | |||||||||||
Net (loss) income | $ (2,555) | $ (589,365) | $ (207,288) | $ (1,048,046) | $ (657,522) | $ (880,464) | |||||
Weighted average shares outstanding, basic and diluted (in shares) | 5,000,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Basic and diluted net income (loss) per share (in dollars per share) | $ 0 | $ (0.10) | $ (0.04) | $ (0.18) | $ (0.11) | $ (0.15) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Class A Common stock | Class B common stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Oct. 21, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Oct. 21, 2018 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ (2,555) | (2,555) | (2,555) | ||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Anchor Investors | $ 58 | 2,255 | 2,313 | ||
Issuance of Class B common stock to Anchor Investors (in shares) | 575,000 | ||||
Forfeiture of Class B common stock from Sponsor | $ (58) | 58 | |||
Forfeiture of Class B common stock from Sponsor (in shares) | (575,000) | ||||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | ||||
Offering costs | (13,448,120) | (13,448,120) | |||
Sale of private placement warrants to Sponsor and Anchor Investors in private placement | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption | $ (2,188) | (218,799,442) | (218,801,630) | ||
Common stock subject to possible redemption (in shares) | (21,880,163) | ||||
Common stock subject to possible redemption (in shares) | 21,880,163 | ||||
Net income | 324,994 | 324,994 | |||
Balance at Mar. 31, 2019 | $ 112 | $ 575 | 4,676,876 | 322,439 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,119,837 | 5,750,000 | |||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 2,493,441 | $ (657,522) | 1,835,919 | ||
Balance at Sep. 30, 2019 | $ 97 | $ 575 | 4,341,185 | 658,150 | 5,000,007 |
Balance (in shares) at Sep. 30, 2019 | 968,745 | 5,750,000 | |||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Anchor Investors | $ 58 | 2,255 | 2,313 | ||
Issuance of Class B common stock to Anchor Investors (in shares) | 575,000 | ||||
Forfeiture of Class B common stock from Sponsor | $ (58) | 58 | |||
Forfeiture of Class B common stock from Sponsor (in shares) | (575,000) | ||||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | ||||
Offering costs | (13,398,120) | (13,398,120) | |||
Sale of private placement warrants to Sponsor and Anchor Investors in private placement | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption | $ (2,206) | (218,777,150) | (1,833,364) | (220,612,720) | |
Common stock subject to possible redemption (in shares) | (22,061,272) | ||||
Common stock subject to possible redemption (in shares) | 22,061,272 | ||||
Net income | $ 2,966,547 | $ (880,464) | 2,086,083 | 2,086,083 | |
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Balance at Mar. 31, 2019 | $ 112 | $ 575 | 4,676,876 | 322,439 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,119,837 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (9) | (530,322) | (322,439) | (852,770) | |
Common stock subject to possible redemption (in shares) | (85,277) | ||||
Common stock subject to possible redemption (in shares) | 85,277 | ||||
Net income | 852,775 | 852,775 | |||
Balance at Jun. 30, 2019 | $ 103 | $ 575 | 4,146,554 | 852,775 | 5,000,007 |
Balance (in shares) at Jun. 30, 2019 | 1,034,560 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (6) | 194,631 | (852,775) | (658,150) | |
Common stock subject to possible redemption (in shares) | (65,815) | ||||
Common stock subject to possible redemption (in shares) | 65,815 | ||||
Net income | $ 865,438 | $ (207,288) | 658,150 | 658,150 | |
Balance at Sep. 30, 2019 | $ 97 | $ 575 | 4,341,185 | 658,150 | 5,000,007 |
Balance (in shares) at Sep. 30, 2019 | 968,745 | 5,750,000 | |||
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (6) | 1,463,719 | (2,086,083) | (622,370) | |
Common stock subject to possible redemption (in shares) | (62,237) | ||||
Common stock subject to possible redemption (in shares) | 62,237 | ||||
Net income | 622,375 | 622,375 | |||
Balance at Mar. 31, 2020 | $ 88 | $ 575 | 6,212,887 | (1,213,544) | 5,000,006 |
Balance (in shares) at Mar. 31, 2020 | 876,491 | 5,750,000 | |||
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering, gross | 230,000,000 | ||||
Net income | $ 1,173,981 | $ (1,048,046) | 125,935 | ||
Balance at Sep. 30, 2020 | $ 93 | $ 575 | 7,326,942 | (2,327,604) | 5,000,006 |
Balance (in shares) at Sep. 30, 2020 | 926,135 | 5,750,000 | |||
Balance at Mar. 31, 2020 | $ 88 | $ 575 | 6,212,887 | (1,213,544) | 5,000,006 |
Balance (in shares) at Mar. 31, 2020 | 876,491 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | 627,125 | (622,375) | 4,750 | ||
Common stock subject to possible redemption (in shares) | (475) | ||||
Common stock subject to possible redemption (in shares) | 475 | ||||
Net income | (4,755) | (4,755) | |||
Balance at Jun. 30, 2020 | $ 88 | $ 575 | 6,840,012 | (1,840,674) | 5,000,001 |
Balance (in shares) at Jun. 30, 2020 | 876,966 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ 5 | 486,930 | 4,755 | 491,690 | |
Common stock subject to possible redemption (in shares) | (49,169) | ||||
Common stock subject to possible redemption (in shares) | 49,169 | ||||
Net income | $ 97,680 | $ (589,365) | (491,685) | (491,685) | |
Balance at Sep. 30, 2020 | $ 93 | $ 575 | $ 7,326,942 | $ (2,327,604) | $ 5,000,006 |
Balance (in shares) at Sep. 30, 2020 | 926,135 | 5,750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net income | $ (2,555) | $ 125,935 | $ 1,835,919 | $ 2,086,083 |
Gain on marketable securities (net), and dividends held in Trust Account | (3,299,930) | (3,565,051) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (3,246) | 115,187 | (172,974) | (144,251) |
Accounts payable | 5,721 | (127,072) | 109,264 | 112,344 |
Accrued expenses | 152,344 | 13,000 | ||
Due to related parties | (40,381) | |||
Franchise tax payable | (49,950) | 150,000 | 200,000 | |
Income tax payable | (171,029) | 591,258 | 88,057 | |
Net cash provided by (used in) operating activities | (80) | 45,415 | (813,844) | (1,222,818) |
Cash Flows from Investing Activities | ||||
Purchase of marketable securities held in Trust Account | (575,947,949) | (575,947,949) | ||
Proceeds received from sales, redemptions and maturities of marketable securities held in Trust Account | 346,951,000 | 579,513,000 | ||
Net cash provided by investing activities | (228,996,949) | 3,565,051 | ||
Cash Flows from Financing Activities: | ||||
Proceeds received under loans from related parties | 75,000 | 38,501 | 38,501 | |
Repayment of amounts due to related parties | (113,501) | (153,882) | ||
Proceeds from issuance of Class B common stock to anchor investors | 2,313 | |||
Proceeds received from initial public offering, gross | 230,000,000 | 230,000,000 | ||
Proceeds received from private placement | 6,900,000 | 6,900,000 | ||
Proceeds received under PPP loan from Small Business Administration | 41,666 | |||
Offering costs paid | (62,876) | (4,758,272) | (4,758,272) | |
Net cash provided by financing activities | 37,124 | 41,666 | 232,069,041 | 232,028,660 |
Net increase in cash and cash equivalents | 37,044 | 87,081 | 2,258,248 | 234,370,893 |
Cash - beginning of the period | 234,407,937 | 37,044 | 37,044 | |
Cash and restricted cash equivalents held in Trust Account - end of the period | 37,044 | 234,495,018 | 2,295,292 | 234,407,937 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accrued expenses | 22,100 | 100,000 | 50,000 | |
Forfeiture of Class B common stock from Sponsor | 58 | 58 | ||
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | 8,050,000 | ||
Deferred legal fees in connection with the initial public offering | $ 300,000 | 150,000 | 150,000 | |
Reclassification of deferred offering costs to equity upon completion of the initial public offering | 670,220 | 461,948 | ||
Value of common stock subject to possible redemption | $ 125,930 | 220,312,550 | 220,612,720 | |
Supplemental cash flow disclosure: | ||||
Cash paid for income taxes | $ 77,257 | $ 709,257 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Description of Organization, Business Operations and Basis of Presentation | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1 ā Description of Organization, Business Operations and Basis of Presentation RMG Acquisition Corp. (the āCompanyā) is a blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the āBusiness Combinationā). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the diversified resources and industrial materials sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from October 22, 2018 (date of inception) through September 30, 2020 relates to the Companyās formation, the preparation for the initial public offering (āInitial Public Offeringā), and since the Initial Public Offering, the search for a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Companyās sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the āSponsorā). The Companyās ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Companyās Initial Public Offering was declared effective on February 12, 2019. On February 12, 2019, the Company consummated its Initial Public Offering of 20,000,000 units (āUnitsā and, with respect to the Class A common stock included in the Units being offered, the āPublic Sharesā), and on February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating aggregate gross proceeds of $230 million, and incurring offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (āPrivate Placementā) of 4,000,000 warrants (each, a āPrivate Placement Warrantā and collectively, the āPrivate Placement Warrantsā) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000. Upon the closing of the Initial Public Offering and Private Placement, $230 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the āTrust Accountā), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were 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 āInvestment Company Actā), with a maturity of 180 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companyās management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Class A common stock, par value $0.0001, sold in the Initial Public Offering (the āpublic stockholdersā) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (āSECā) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Companyās amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a āgroupā (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the āExchange Actā)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Companyās officers and certain directors have agreed not to propose an amendment to the Companyās amended and restated certificate of incorporation that would affect the substance or timing of the Companyās obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2021 (the āCombination Periodā), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholdersā 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 Companyās remaining stockholders and its Board, dissolve and liquidate, subject in each case to the Companyās obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period. The Sponsor, officers and certain directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers or directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companyās indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the āSecurities Actā). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Companyās Annual Report on Form 10-K filed with the SEC on March 16, 2020. Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern Consideration As of September 30, 2020, the Company had approximately $316,000 in its operating bank account held outside of the Trust Account, and approximately $4.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through September 30, 2020, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 6), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement in 2019 (see Note 6), the proceeds from the consummation of the Private Placement not held in the Trust Account and the loan proceeds under the PPP Note (see Note 5) received in June 2020. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. On January 30, 2020, the World Health Organization (āWHOā) announced a global health emergency because of a new strain of coronavirus (the āCOVID-19 outbreakā). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Companyās results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companyās results of operations, financial position and cash flows may be materially adversely affected. In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. | Note 1 ā Description of Organization, Business Operations and Basis of Presentation RMG Acquisition Corp. (the āCompanyā) is a blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the āBusiness Combinationā). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the diversified resources and industrial materials sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from October 22, 2018 (date of inception) through December 31, 2019 relates to the Companyās formation, the preparation for the initial public offering (āInitial Public Offeringā), and since the Initial Public Offering, the search for a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Companyās sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the āSponsorā). The Companyās ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Companyās Initial Public Offering was declared effective on February 12, 2019. On February 12, 2019, the Company consummated its Initial Public Offering of 20,000,000 units (āUnitsā and, with respect to the Class A common stock included in the Units being offered, the āPublic Sharesā), and on February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating aggregate gross proceeds of $230 million, and incurring offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (āPrivate Placementā) of 4,000,000 warrants (each, a āPrivate Placement Warrantā and collectively, the āPrivate Placement Warrantsā) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000. Upon the closing of the Initial Public Offering and Private Placement, $230 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the āTrust Accountā), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were 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 āInvestment Company Actā), with a maturity of 180 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companyās management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Class A common stock, par value $0.0001, sold in the Initial Public Offering (the āpublic stockholdersā) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (āSECā) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Companyās amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a āgroupā (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the āExchange Actā)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Companyās officers and certain directors have agreed not to propose an amendment to the Companyās amended and restated certificate of incorporation that would affect the substance or timing of the Companyās obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2021 (the āCombination Periodā), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholdersā 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 Companyās remaining stockholders and its Board, dissolve and liquidate, subject in each case to the Companyās obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period. The Sponsor, officers and certain directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers or directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companyās indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the āSecurities Actā). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern Consideration In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. As of December 31, 2019, the Company had approximately $1.2 million in our operating bank account held outside of the Trust Account, and approximately $3.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through December 31, 2019, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 5), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 2 ā Summary of Significant Accounting Policies Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā ā Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of September 30, 2020 and December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of September 30, 2020 and December 31, 2019, the Company had no investments in marketable securities. 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 had approximately $234.2 million and $233.2 million in restricted cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā ā Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2020, and December 31, 2019, the Company had no investments in marketable securities. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 9): Level 1 ā Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 ā Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of September 30, 2020, and December 31, 2019, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019, the Company had $50,000 of accrued offering costs in the accompanying balance sheet. During the three months ended September 30, 2020, the Company reversed the remaining accrued offering costs against additional paid-in-capital in the accompanying balance sheet. Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start-up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 22,073,865 and 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheets. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. | Note 2 ā Summary of Significant Accounting Policies Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of December 31, 2019, the Company had no investments in marketable securities. 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 had approximately $233.2 million and $0 in restricted cash equivalents held in the Trust Account as of December 31, 2019 and 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2019, the Company had no investments in marketable securities. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 - Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 - Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of December 31, 2019 and 2018, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019 and 2018, the Company had $50,000 and $22,100 of accrued offering costs in the accompanying balance sheets. Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019 and 2018. 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. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheet. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 ā Initial Public Offering On February 12, 2019, the Company sold 20,000,000 Units at a purchase price ofā$10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (āPublic Warrantā). On February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price ofā$11.50 per share, subject to adjustment (see Note 8). Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the āAnchor Investorsā). | Note 3 ā Initial Public Offering On February 12, 2019, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (āPublic Warrantā). On February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price ofā$11.50 per share, subject to adjustment (see Note 7). Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the āAnchor Investorsā). |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Private Placement | ||
Private Placement | Note 4 ā Private Placement On February 12, 2019, the Company sold 4,000,000 Private Placement Warrants to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. | Note 4 ā Private Placement On February 12, 2019, the Company sold 4,000,000 Private Placement Warrants to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable | |
Notes Payable | Note 5 ā Notes Payable On June 24, 2020, the Company received loan proceeds in the amount of $41,666 under the Paycheck Protection Program (āPPP Noteā) from Canandaigua National Bank & Trust (āLenderā). The PPP Note was established as part of the Coronavirus Aid, Relief, and Economic Security Act (āCARES Actā), provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The PPP Note bears interest at 1.00% per annum, payable monthly beginning October 18, 2021, and is due on June 18, 2025. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, and maintains its payroll levels. No assurance is provided that the Company will obtain forgiveness under the PPP Note in whole or in part. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | Note 6 ā Related Party Transactions Founder Shares On November 6, 2018, the Sponsor purchased 7,187,500 shares (the āFounder Sharesā) of the Companyās Class B common stock, par value $0.0001 per share (the āClass B common stockā), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Companyās initial Business Combination and are subject to certain transfer restrictions. Related Party Reimbursements and Loans The Sponsor and the management agreed to cover for certain general and administrative expenses and offering costs in connection with the Initial Public Offering (āExpenses Reimbursementā), and expected to be reimbursed upon the completion of the Initial Public Offering. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties in 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companyās officers and directors may, but are not obligated to, loan the Company funds as may be required (āWorking Capital Loansā). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenderās discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. | Note 5 ā Related Party Transactions Founder Shares On November 6, 2018, the Sponsor purchased 7,187,500 shares (the āFounder Sharesā) of the Companyās Class B common stock, par value $0.0001 per share (the āClass B common stockā), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Companyās initial Business Combination and are subject to certain transfer restrictions. Related Party Reimbursements and Loans The Sponsor and the management agreed to cover for certain general and administrative expenses and offering costs in connection with the Initial Public Offering (āExpenses Reimbursementā), and expected to be reimbursed upon the completion of the Initial Public Offering. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties in 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companyās officers and directors may, but are not obligated to, loan the Company funds as may be required (āWorking Capital Loansā). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenderās discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments & Contingencies | ||
Commitments & Contingencies | Note 7 ā Commitments & Contingencies 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 Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and āpiggybackā registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Lease Agreement In November 2018, the Company entered into a lease agreement for its office space in New York starting in January 2019, which called for a monthly rent of $10,000 and a security deposit of $20,000. Effective December 2019, the Company entered into an annual lease agreement for its new office space. The agreement called for a security deposit of approximately $12,000 and a monthly rent of approximately $8,000. In May 2020, the Company cancelled the lease and in August 2020 received the security deposit back, net of repair costs. As of September 30, 2020, and December 31, 2019, approximately $12,000 and $32,000 related to the security deposit was recorded in Prepaid expenses and other assets, respectively. For the three months ended September 30, 2020 and 2019, the Company recorded rent expense of approximately $38,000 and $32,000 in the accompanying statements of operations, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded rent expense of approximately $61,000 and $61,000 in the accompanying statements of operations, respectively. Deferred legal fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of September 30, 2020, and December 31, 2019, the Company recorded an aggregate of $450,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively. Litigation To our knowledge, there is no litigation currently pending or contemplated against the Company, any of its officers or directors in their capacity as such or against any of the Companyās property. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability, if any, related to pending claims and litigation. | Note 6 ā Commitments & Contingencies 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 Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and āpiggybackā registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Lease Agreement In November 2018, the Company entered into a lease agreement for its office space in New York starting in January 2019, which called for a monthly rent of $10,000 and a security deposit of $20,000. Effective December 2019, the Company entered into an annual lease agreement for its new office space. The agreement called for a security deposit of approximately $12,000 and a monthly rent of approximately $8,000. As of December 31, 2019 and 2018, approximately $32,000 related to the security deposit was recorded in Prepaid expenses and other assets. For the year ended December 31, 2019, the Company recorded rent expense of approximately $105,000 in the accompanying statements of operations. Deferred legal fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of December 31, 2019 and 2018, the Company recorded an aggregate of $450,000 and $300,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively. Litigations To our knowledge, there is no litigation currently pending or contemplated against the Company, any of its officers or directors in their capacity as such or against any of the Companyās property. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability, if any, related to pending claims and litigation. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity | ||
Stockholder's Equity | Note 8 ā Stockholderās Equity Common stock Class A Common stock Class B Common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Companyās stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. Preferred Stock Warrantsāāā 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasersā permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor and the Companyās officers and directors 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ā in whole and not in part; ā at a price of $0.01 per warrant; ā upon a minimum of 30 days ā prior written notice of redemption; and ā if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Companyās prospectus relating to the Initial Public Offering based on the redemption date and the āfair market valueā of the Class A common stock, upon a minimum of 30 daysā prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The āfair market valueā of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public 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 ācashless basis,ā as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Companyās own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholderās equity. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companyās assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 ā Stockholderās Equity Common stock Class A Common stock issued outstanding outstanding Class B Common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Companyās stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. Preferred Stock Warrantsāāā 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasersā permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor and the Companyās officers and directors 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ā in whole and not in part; ā at a price of $0.01 per warrant; ā upon a minimum of 30 days ā prior written notice of redemption; and ā if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Companyās prospectus relating to the Initial Public Offering based on the redemption date and the āfair market valueā of the Class A common stock, upon a minimum of 30 daysā prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The āfair market valueā of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public 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 ācashless basis,ā as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Companyās own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholderās equity. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companyās assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 ā Fair Value Measurements The following table presents information about the Companyās assets that are measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 234,179,516 ā ā ā ā ā ā $ 234,179,516 ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā ā Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for three and nine months ended September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. ā | Note 8 ā Fair Value Measurements The following table presents information about the Companyās assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ā ā ā ā ā ā ā ā ā ā ā ā ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā ā Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2019. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 10 ā Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. ā Proposed Business Combination On October 5, 2020, the Company entered into an Agreement and Plan of Merger (the āMerger Agreementā), by and among the Company, RMG Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (āMerger Subā), and Romeo Systems, Inc., a Delaware corporation (āRomeoā), which provides for, among other things the merger of Merger Sub with and into Romeo, with Romeo continuing as the surviving corporation (the āMergerā and, together with the other transactions contemplated by the Merger Agreement, the āTransactionsā). As a result of the Transactions, Romeo will become a wholly-owned subsidiary of the Company, with the stockholders of Romeo becoming stockholders of the Company. The transactions set forth in the Merger Agreement, including the Merger, will constitute a āBusiness Combinationā as contemplated by the Companyās Amended and Restated Certificate of Incorporation. Under the Merger Agreement, the stockholders of Romeo will receive a number of shares of the Companyās common stock based on an exchange ratio (the āExchange Ratioā), the numerator of which is equal to $900 million (plus net cash of Romeo less debt of Romeo, plus the aggregate exercise price of all Romeo options and warrants (all calculated at the closing of the Merger)) divided by $10, and the denominator of which is equal to the number of outstanding shares of Romeo, including shares issuable upon conversion of outstanding convertible notes. The holders of Romeo options and warrants will receive the Companyās options and warrants equal to the number of shares of Romeo Common Stock subject to the Romeo options and warrants multiplied by the Exchange Ratio at an exercise price per share divided by the Exchange Ratio. In connection with the Transactions, the Sponsor, agreed to enter into a lock-up agreement, pursuant to which the Companyās common stock received upon conversion of the shares of the Companyās Class B common stock held by the Sponsor will be subject to transfer restrictions until the earlier of (i) one year from the closing of the Merger, (ii) the date on which the last sales price of the Companyās common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 trading days after the closing of the Merger and (iii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Companyās stockholders having the right to exchange their shares of common stock for cash, securities or other property, and the warrants held by the Sponsor will be subject to transfer restrictions until the date that is 30 days following the closing of the Merger. Certain stockholders of Romeo receiving shares of the Companyās common stock in connection with the Merger will be subject to a 180-day lockup period for all shares of the Companyās common stock held by such persons. The Merger Agreement contains certain representations and warranties of the parties to the Merger Agreement and consummation of the Transactions is conditioned on approval thereof by the Companyās stockholders and is further conditioned upon, representations and warranties of the parties and other closing conditions. The Merger Agreement may be terminated at any time, but not later than the closing of the Merger, as follows: ā by mutual written consent of the Company and Romeo; ā by either the Company or Romeo if the Transactions are not consummated on or before the later of February 12, 2021 and such later date as the Companyās stockholders may approve, provided that the terminating party shall not have been the primary cause of the failure to close by such date; ā by either the Company or Romeo if consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable order, decree or ruling of a governmental entity or a statute, rule or regulation, provided that the terminating party shall not have been the primary cause of thereof; ā by either the Company or Romeo if the other party has breached any of its representations, warranties or covenants, such that the closing conditions would not be satisfied at the closing, and has not cured such breach within 45 days of notice from the other party of its intent to terminate, provided that the terminating party is itself not in breach; ā by the Company if Romeo stockholder approval of the Transactions has not been obtained within three business days following the date that the Registration Statement is disseminated by Romeo to its stockholders; or ā by either the Company or Romeo if, at the Companyās shareholder meeting, the Transactions shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting). ā At the closing of the Merger, certain of Romeoās stockholders and other parties thereto will enter into an Amended and Restated Registration Rights Agreement (the āRegistration Rights Agreementā) pursuant to which the Company agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement. The Company also agreed to provide customary āpiggybackā registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. At the closing of the Merger, the Sponsor, Republic and certain stockholders of Romeo will enter into a Stockholdersā Agreement (the āStockholdersā Agreementā) with the Company, pursuant to which the stockholders of Romeo will have the right to designate up to two directors for election to the Companyās board of directors (of which BorgWarner, Inc. has the right to select one director provided that it maintains ownership of a certain percentage interest in the Company) for so long as they maintain collective ownership of a certain percentage interest in the Company, the Sponsor will have the right to designate up to two directors for election to the Companyās board of directors for so long as it maintains ownership of a certain percentage interest in the Company and Republic will have the right to designate one director provided that it maintains ownership of a certain number of shares in the Company. In connection with the execution of the Merger Agreement, certain stockholders of Romeo who hold a majority of the outstanding stock of Romeo have entered into support agreements pursuant to which they will agree to vote in favor of the Transactions at a meeting called to approve the Transactions by Romeo stockholders (or to act by written consent approving the Transactions). In connection with the execution of the Merger Agreement, the Company entered into Subscription Agreements with certain accredited investors or qualified institutional buyers (collectively, the āSubscription Investorsā) concurrently with the execution of the Merger Agreement on October 5, 2020. Pursuant to the Subscription Agreements, the Subscription Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell, to the Subscription Investors an aggregate of 15,000,000 shares of Class A common stock of the Company for a purchase price of $10.00 per share, or an aggregate of approximately $150 million, in a private placement. Additionally, the Company has granted a Subscription Investor a 30-day option to purchase an additional 2,500,000 shares of Class A common stock at the same purchase price and on the same terms as described in the Subscription Agreements. The closing of the private placement will occur on the date of and immediately prior to the consummation of the Transactions and is conditioned thereon and on other customary closing conditions. The Class A common stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earlier to occur of: (a) such date and time as the Merger Agreement is validly terminated in accordance with its terms, (b) upon the mutual written consent of each of the parties to each such Subscription Agreement, (c) the Company's notification to the Subscriber Investor in writing that it has abandoned its plans to move forward with the Transactions and/or terminates Subscriber's obligations, (d) if the conditions to closing set forth in the Subscription Agreement are not satisfied on or prior to the closing date and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the closing or (e) at the election of Subscriber, on or after the date that is 270 days after the date hereof if the closing has not occurred on or prior to such date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Companyās Annual Report on Form 10-K filed with the SEC on March 16, 2020. | Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. |
Emerging Growth Company | Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Going Concern Consideration | Going Concern Consideration As of September 30, 2020, the Company had approximately $316,000 in its operating bank account held outside of the Trust Account, and approximately $4.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through September 30, 2020, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 6), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement in 2019 (see Note 6), the proceeds from the consummation of the Private Placement not held in the Trust Account and the loan proceeds under the PPP Note (see Note 5) received in June 2020. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. On January 30, 2020, the World Health Organization (āWHOā) announced a global health emergency because of a new strain of coronavirus (the āCOVID-19 outbreakā). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Companyās results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companyās results of operations, financial position and cash flows may be materially adversely affected. In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. | Going Concern Consideration In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. As of December 31, 2019, the Company had approximately $1.2 million in our operating bank account held outside of the Trust Account, and approximately $3.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through December 31, 2019, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 5), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. |
Net Income per Common Stock | Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā | Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of September 30, 2020 and December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of September 30, 2020 and December 31, 2019, the Company had no investments in marketable securities. | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of December 31, 2019, the Company had no investments in marketable securities. |
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 had approximately $234.2 million and $233.2 million in restricted cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā ā | 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 had approximately $233.2 million and $0 in restricted cash equivalents held in the Trust Account as of December 31, 2019 and 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā |
Marketable Securities Held in the Trust Account | Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2020, and December 31, 2019, the Company had no investments in marketable securities. | Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2019, the Company had no investments in marketable securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 9): Level 1 ā Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 ā Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of September 30, 2020, and December 31, 2019, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 - Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 - Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of December 31, 2019 and 2018, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019, the Company had $50,000 of accrued offering costs in the accompanying balance sheet. During the three months ended September 30, 2020, the Company reversed the remaining accrued offering costs against additional paid-in-capital in the accompanying balance sheet. | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019 and 2018, the Company had $50,000 and $22,100 of accrued offering costs in the accompanying balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start-up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. | Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019 and 2018. 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 22,073,865 and 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheets. | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Schedule of basic and diluted loss per common stock | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā | ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā |
Schedule of reconciliation of cash and cash equivalents | ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā | ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||
Schedule of assets that are measured on a recurring basis | ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 234,179,516 ā ā ā ā ā ā $ 234,179,516 ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā | ā ā ā ā ā ā ā ā ā ā ā ā ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā |
Description of Organization and
Description of Organization and Business Operations (Details) | Dec. 31, 2019USD ($)$ / shares | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Feb. 12, 2019USD ($)$ / shares$ / itemshares | Nov. 06, 2018USD ($)$ / shares | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares$ / item | Dec. 31, 2019USD ($)$ / shares$ / item | Dec. 31, 2018USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 | |||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Capital contribution from Sponsor | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |||||
Minimum percentage specified for aggregate fair market value of assets held in Trust Account | 80.00% | 80.00% | ||||||
Sale of units, price per unit | $ / item | 10 | 10 | ||||||
Threshold percentage of outstanding voting securities in business combination | 50.00% | 50.00% | ||||||
Amount per share initially held in trust account | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Minimum amount of net tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||
Redemption percentage of public shares | 100.00% | 100.00% | ||||||
Amount of interest released to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Operating Bank Account Held Outside Of The Trust Account | 1,200,000 | 316,000 | ||||||
Investment Income, Interest | $ 3,200,000 | $ 4,200,000 | ||||||
Loans from Sponsor | $ 115,381 | |||||||
Class A Common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Capital contribution from Sponsor | $ 2,300 | $ 2,300 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Minimum threshold percentage of common stock sold in initial public offering | 20.00% | 20.00% | 20.00% | |||||
Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sponsor | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||
Loans from Sponsor | $ 153,000 | $ 153,000 | $ 153,000 | |||||
Sponsor | Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Capital contribution from Sponsor | $ 25,000,000 | $ 25,000 | $ 25,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 20,000,000 | |||||||
Units issue price per unit | $ / item | 10 | |||||||
Over allotment option | Sponsor and Anchor Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant issued | shares | 600,000 | |||||||
Warrants exercise price | $ / shares | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 900,000 | |||||||
Private Placement | Sponsor and Anchor Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant issued | shares | 4,000,000 | |||||||
Warrants exercise price | $ / shares | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 6,000,000 | |||||||
Underwriting Agreement | Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Initial offering cost | 13,400,000 | |||||||
Deferred underwriting commissions | $ 8,050,000 | |||||||
Underwriting Agreement | Over allotment option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 3,000,000 | |||||||
Units issue price per unit | $ / item | 10 | |||||||
Gross proceeds from units issued | $ 230,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basic and diluted loss per common stock (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Interest income on restricted cash equivalents held in Trust Account | $ 28,551 | $ 5,321 | $ 1,153,171 | $ 12,025 | $ 398,809 | |||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 1,142,497 | 3,299,930 | 3,565,051 | |||||||
Expenses available to be paid with interest income from Trust | (997,313) | |||||||||
Net (loss) income | $ (2,555) | (491,685) | $ (4,755) | $ 622,375 | 658,150 | $ 852,775 | $ 324,994 | 125,935 | 1,835,919 | 2,086,083 |
Class A Common stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Expenses available to be paid with interest income from Trust | 69,129 | (282,380) | 20,810 | (818,514) | ||||||
Net (loss) income | 97,680 | 865,438 | 1,173,981 | 2,493,441 | 2,966,547 | |||||
Less: Income attributable to Class A common stock | $ (97,680) | $ (865,438) | $ (1,173,981) | $ (2,493,441) | $ (2,966,547) | |||||
Weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 22,909,091 | 22,934,985 | |||||
Basic and diluted net income per share | $ 0.04 | $ 0.05 | $ 0.11 | $ 0.13 | ||||||
Class B common stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net (loss) income | $ (2,555) | $ (589,365) | $ (207,288) | $ (1,048,046) | $ (657,522) | $ (880,464) | ||||
Weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Basic and diluted net income per share | $ 0 | $ (0.10) | $ (0.04) | $ (0.18) | $ (0.11) | $ (0.15) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of cash and cash equivalents (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||||
Cash | $ 315,502 | $ 1,175,207 | $ 37,044 | |
Restricted cash equivalents held in Trust Account | 234,179,516 | 233,232,730 | ||
Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows | $ 234,495,018 | $ 234,407,937 | $ 2,295,292 | $ 37,044 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Federal Depository Insurance Coverage, amount | $ 250,000 | $ 250,000 | |
Investments in marketable securities | 0 | 0 | |
Cash equivalents held in Trust Account | 234,200,000 | 233,200,000 | $ 0 |
Deferred Offering Costs Related To Initial Public Offering | 13,400,000 | 13,400,000 | |
Accrued offering costs | 50,000 | 50,000 | $ 22,100 |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized accrued interest and penalties | $ 0 | $ 0 | |
Class A Common stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 |
Number of common stock would be anti-dilutive under treasury stock method | 12,266,666 | 12,266,666 |
Initial Public Offering (Detail
Initial Public Offering (Details) $ in Millions | Feb. 19, 2019USD ($)$ / itemshares | Feb. 12, 2019$ / itemshares |
Subsidiary, Sale of Stock [Line Items] | ||
Description of Initial Public Offering unit | Each Unit consists of one share of ClassĀ A common stock and one-third of one redeemable warrant (āPublic Warrantā).Ā | |
Class A Common stock | Public warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Description for public warrant right | Each whole Public Warrant will entitle the holder to purchase one ClassĀ A common stock at an exercise price ofā$11.50 per share, subject to adjustment | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 20,000,000 | |
Units issue price per unit | $ / item | 10 | |
Initial Public Offering | Anchor Investors | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 2,530,000 | |
Over allotment option | Underwriting Agreement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Units issue price per unit | $ / item | 10 | |
Additional gross proceeds | $ | $ 30 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 19, 2019 | Feb. 12, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||
Private Placement | Class A Common stock | Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price | $ 11.50 | |||
Description of private placement warrant right | Each Private Placement Warrant is exercisable to purchase one share of ClassĀ A common stock at $11.50 per share. | |||
Private Placement | Sponsor and Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrant issued | 4,000,000 | |||
Warrants exercise price | $ 1.50 | |||
Proceeds from issuance of warrants | $ 6,000,000 | |||
Over allotment option | Sponsor and Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrant issued | 600,000 | |||
Warrants exercise price | $ 1.50 | |||
Proceeds from issuance of warrants | $ 900,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 24, 2020 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
Amount of Loan proceeds received | $ 41,666 | |
Notes Payable, Other Payables [Member] | Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Amount of Loan proceeds received | $ 41,666 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 17, 2018shares | Nov. 06, 2018USD ($)$ / sharesshares | Jan. 31, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2019shares | Jun. 30, 2019shares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 21, 2018shares |
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||||||
Due to related parties | $ | $ 115,381 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 | |||
Number of forfeited shares | 575,000 | 575,000 | |||||||||||
Class A Common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 23,000,000 | 23,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Issuance of Class B common stock to Sponsor | $ | $ 2,300 | $ 2,300 | |||||||||||
Common stock shares outstanding | 938,728 | 1,119,837 | 926,135 | 938,728 | 876,966 | 876,491 | 968,745 | 1,034,560 | 0 | 0 | |||
Stock Conversion Ratio | 1 | ||||||||||||
Sponsor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Reverse split ratio | 0.8-for-1 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | ||||||||||||
Due to related parties | $ | $ 153,000 | $ 153,000 | $ 153,000 | ||||||||||
Working capital loans, amount | $ | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||
Sponsor | Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 7,187,500 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000,000 | $ 25,000 | $ 25,000 | ||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | 750,000 | |||||||||||
Sponsor | Class B common stock | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of forfeited shares | 750,000 | ||||||||||||
Anchor Investors | Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 575,000 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 2,300 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Nov. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USN ($) | Feb. 12, 2019$ / itemshares | Dec. 31, 2018USN ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Payment made upon closing of Initial Public Offering | $ 62,876 | $ 4,758,272 | $ 4,758,272 | |||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | 8,050,000 | |||||||||
Monthly rent | 8,000 | 8,000 | ||||||||||
Rent expense | 38,000 | $ 32,000 | 61,000 | $ 61,000 | 105,000 | |||||||
Deferred legal fees | 300,000 | 450,000 | 450,000 | 450,000 | $ 450,000 | $ 300,000 | ||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Security Deposit | $ 32,000 | 12,000 | 12,000 | 32,000 | ||||||||
Lease Agreements [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Monthly rent | $ 10,000 | |||||||||||
Security Deposit | $ 20,000 | $ 12,000 | $ 12,000 | $ 12,000 | ||||||||
Over allotment option | Underwriting Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of units issued | shares | 3,000,000 | 3,000,000 | ||||||||||
Units issue price per unit | $ / item | 10 | 10 | ||||||||||
Initial Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of units issued | shares | 20,000,000 | |||||||||||
Units issue price per unit | $ / item | 10 | |||||||||||
Initial Public Offering | Underwriting Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Underwriting discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||||
Payment made upon closing of Initial Public Offering | $ 4,600,000 | $ 4,600,000 | ||||||||||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | $ 0.35 | ||||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | Feb. 19, 2019shares | Dec. 17, 2018shares | Jan. 31, 2019shares | Mar. 31, 2019shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2019shares | Jun. 30, 2019shares | Nov. 06, 2018$ / shares | Oct. 21, 2018shares |
Stockholders Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Number of days for written notice of redemption | 30 days | 30 days | |||||||||||
Common stock equals or exceeds for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date | $ / shares | $ 18 | $ 18 | |||||||||||
Additionally minimum price of public warrants become exercisable prior written notice of redemption | $ / shares | 10 | 10 | |||||||||||
Convertible exercisable or exchangeable for shares of common stock at an issue price | $ / shares | $ 9.20 | $ 9.20 | |||||||||||
Percentage of warrant exercise price in new issuance | 115.00% | 115.00% | |||||||||||
Sponsor | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Reverse split ratio | 0.8-for-1 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Class A Common stock | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares issued included possible redemption | 23,000,000 | 23,000,000 | |||||||||||
Common stock shares outstanding included possible redemption | 23,000,000 | 23,000,000 | |||||||||||
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||||||
Common stock, shares issued | 926,135 | 938,728 | 0 | ||||||||||
Common stock shares outstanding | 1,119,837 | 926,135 | 938,728 | 0 | 876,966 | 876,491 | 968,745 | 1,034,560 | 0 | ||||
Stock Conversion Ratio | 1 | ||||||||||||
Class B common stock | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 | ||||
Number of forfeited shares | 575,000 | 575,000 | |||||||||||
Percentage of issued and outstanding common stock after the initial public offering | 20.00% | 20.00% | |||||||||||
Voting rights of common stock | one vote | one vote | |||||||||||
Class B common stock | Sponsor | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | 750,000 | |||||||||||
Number of shares issued to underwriter | 750,000 | ||||||||||||
Class B common stock | Sponsor | Maximum | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Number of forfeited shares | 750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 234,179,516 | $ 233,232,730 |
Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 234,179,516 | 233,232,730 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 0 | 0 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 233,232,730 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 233,232,730 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 0 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfer Between Levels (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Fair Value Measurements | ||
Asset, Level 1 to Level 2 Transfer, Fair Value | $ 0 | $ 0 |
Asset, Level 2 to Level 1 Transfer, Fair Value | 0 | 0 |
Asset, Level 3 Transfer, Fair Value | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 05, 2020USD ($)director$ / sharesshares | Mar. 31, 2019shares | Sep. 30, 2019USD ($) | Dec. 31, 2019shares |
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ | $ 2,313 | |||
Class A Common stock | ||||
Subsequent Event [Line Items] | ||||
Sale of units in initial public offering, gross (in shares) | shares | 23,000,000 | 23,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Combination, Exchange Ratio Calculation, Numerator Divisor | $ | $ 900,000,000 | |||
Stockholders' Agreement, Threshold Number OF Directors That Can Be Designated | director | 2 | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||
Subsequent Event [Member] | Sponsor | ||||
Subsequent Event [Line Items] | ||||
Stockholders' Agreement, Threshold Number OF Directors That Can Be Designated | director | 2 | |||
Subsequent Event [Member] | Romeo Systems Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Merger Agreement, Lockup Period | 180 days | |||
Merger Agreement, Notice Period | 45 days | |||
Merger Agreement, Threshold Business Days Within Which Shareholders Approval Must Be Obtained | 3 years | |||
Subsequent Event [Member] | Borgwarner Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Stockholders' Agreement, Threshold Number OF Directors That Can Be Designated | director | 1 | |||
Subsequent Event [Member] | Class A Common stock | Sponsor | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ | $ 150,000,000 | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||
Sale of units in initial public offering, gross (in shares) | shares | 15,000,000 | |||
Subscription Agreement, Termination, Threshold Period At The Election Of Subscriber | 270 days | |||
Subsequent Event [Member] | Class A Common stock | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Subscription Agreements, Number Of Additional Shares With Option To Purchase | shares | 2,500,000 | |||
Subsequent Event [Member] | Class A Common stock | Private Placement | Sponsor | ||||
Subsequent Event [Line Items] | ||||
Subscription Agreements, Period Of Option To Purchase Additional Shares | 30 days | |||
Subsequent Event [Member] | Class B common stock | Sponsor | ||||
Subsequent Event [Line Items] | ||||
Merger Agreement, Transfer Restriction Period From Closing Of Merger | 1 year | |||
Lock Up Agreement, Transfer Restrictions, Threshold Sale Price Per Share | $ / shares | $ 12 | |||
Lock Up Agreement, Trading Days | 20 days | |||
Lock Up Agreement, Trading Days After Closing Of Merger | 150 days | |||
Lock Up Agreement, Transfer Restriction Period | 30 days |
CONDENSED BALANCE SHEETS_2
CONDENSED BALANCE SHEETS | Dec. 31, 2018USD ($) |
Current assets: | |
Cash | $ 37,044 |
Prepaid expenses and other assets | 32,152 |
Total current assets | 69,196 |
Deferred offering costs associated with the initial public offering | 411,948 |
Total Assets | 481,144 |
Current liabilities: | |
Accounts payable | 21,218 |
Accrued expenses | 22,100 |
Due to related parties | 115,381 |
Total current liabilities | 158,699 |
Deferred legal fees | 300,000 |
Total Liabilities | 458,699 |
Commitments and contingencies | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |
Additional paid-in capital | 24,425 |
Retained earnings (Accumulated deficit) | (2,555) |
Total stockholders' equity | 22,445 |
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Equity | 481,144 |
Class B common stock | |
Stockholders' Equity: | |
Common stock, value | 575 |
Total stockholders' equity | $ 575 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 21, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Number of class B common stock shares subject to forfeiture | 750,000 | ||||||||
Class A Common stock | |||||||||
Temporary equity, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Temporary equity, shares subject to possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||
Temporary equity, redemption price per share (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 926,135 | 938,728 | 0 | ||||||
Common stock shares outstanding | 926,135 | 876,966 | 876,491 | 938,728 | 968,745 | 1,034,560 | 1,119,837 | 0 | 0 |
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||
Class B common stock | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
General and administrative expenses | $ 2,565 | $ 589,274 | $ 210,806 | $ 1,049,053 | $ 668,222 | $ 893,066 | |||||
Franchise tax expense | 50,000 | 50,000 | 150,169 | 150,000 | 200,000 | ||||||
Loss from operations | (2,565) | (639,274) | (260,806) | (1,199,222) | (818,222) | (1,093,066) | |||||
Interest income | 10 | 13 | 8,839 | 1,111 | 22,725 | 12,602 | |||||
Interest earned on restricted cash equivalents held in Trust Account | 28,551 | 1,153,171 | 398,809 | ||||||||
Gain on marketable securities (net), and dividends held in Trust Account | 1,142,497 | 3,299,930 | 3,565,051 | ||||||||
Interest Expense | 104 | 104 | |||||||||
(Loss) income before income tax expense (benefit) | (2,555) | (610,814) | 890,530 | (45,044) | 2,504,433 | 2,883,396 | |||||
Income tax expense (benefit) | $ 793,057,000 | (119,129) | 232,380 | (170,979) | 668,514 | 797,313 | |||||
Net (loss) income | (2,555) | (491,685) | $ (4,755) | $ 622,375 | 658,150 | $ 852,775 | $ 324,994 | 125,935 | 1,835,919 | 2,086,083 | |
Class A Common stock | |||||||||||
Net (loss) income | $ 97,680 | $ 865,438 | $ 1,173,981 | $ 2,493,441 | $ 2,966,547 | ||||||
Weighted average shares outstanding, basic and diluted (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 22,909,091 | 22,934,985 | ||||||
Basic and diluted net income (loss) per share (in dollars per share) | $ 0.04 | $ 0.05 | $ 0.11 | $ 0.13 | |||||||
Class B common stock | |||||||||||
Net (loss) income | $ (2,555) | $ (589,365) | $ (207,288) | $ (1,048,046) | $ (657,522) | $ (880,464) | |||||
Weighted average shares outstanding, basic and diluted (in shares) | 5,000,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Basic and diluted net income (loss) per share (in dollars per share) | $ 0 | $ (0.10) | $ (0.04) | $ (0.18) | $ (0.11) | $ (0.15) |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parentheticals) | Dec. 31, 2019shares |
CONDENSED STATEMENTS OF OPERATIONS | |
Number of class B common stock shares subject to forfeiture | 750,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Class A Common stock | Class B common stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Oct. 21, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Oct. 21, 2018 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | ||||
Net income | $ (2,555) | (2,555) | (2,555) | ||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Anchor Investors | $ 58 | 2,255 | 2,313 | ||
Issuance of Class B common stock to Anchor Investors (in shares) | 575,000 | ||||
Forfeiture of Class B common stock from Sponsor | $ (58) | 58 | |||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Offering costs | (13,448,120) | (13,448,120) | |||
Sale of private placement warrants to Sponsor and Anchor Investors in private placement | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption | $ (2,188) | (218,799,442) | (218,801,630) | ||
Common stock subject to possible redemption (in shares) | (21,880,163) | ||||
Common stock subject to possible redemption (in shares) | 21,880,163 | ||||
Net income | 324,994 | 324,994 | |||
Balance at Mar. 31, 2019 | $ 112 | $ 575 | 4,676,876 | 322,439 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,119,837 | 5,750,000 | |||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 2,493,441 | $ (657,522) | 1,835,919 | ||
Balance at Sep. 30, 2019 | $ 97 | $ 575 | 4,341,185 | 658,150 | 5,000,007 |
Balance (in shares) at Sep. 30, 2019 | 968,745 | 5,750,000 | |||
Balance at Dec. 31, 2018 | $ 575 | 24,425 | (2,555) | 22,445 | |
Balance (in shares) at Dec. 31, 2018 | 0 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Anchor Investors | $ 58 | 2,255 | 2,313 | ||
Issuance of Class B common stock to Anchor Investors (in shares) | 575,000 | ||||
Forfeiture of Class B common stock from Sponsor | $ (58) | 58 | |||
Sale of units in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Offering costs | (13,398,120) | (13,398,120) | |||
Sale of private placement warrants to Sponsor and Anchor Investors in private placement | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption | $ (2,206) | (218,777,150) | (1,833,364) | (220,612,720) | |
Common stock subject to possible redemption (in shares) | (22,061,272) | ||||
Common stock subject to possible redemption (in shares) | 22,061,272 | ||||
Net income | $ 2,966,547 | (880,464) | 2,086,083 | 2,086,083 | |
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Balance at Mar. 31, 2019 | $ 112 | $ 575 | 4,676,876 | 322,439 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,119,837 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (9) | (530,322) | (322,439) | (852,770) | |
Common stock subject to possible redemption (in shares) | (85,277) | ||||
Common stock subject to possible redemption (in shares) | 85,277 | ||||
Net income | 852,775 | 852,775 | |||
Balance at Jun. 30, 2019 | $ 103 | $ 575 | 4,146,554 | 852,775 | 5,000,007 |
Balance (in shares) at Jun. 30, 2019 | 1,034,560 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (6) | 194,631 | (852,775) | (658,150) | |
Common stock subject to possible redemption (in shares) | (65,815) | ||||
Common stock subject to possible redemption (in shares) | 65,815 | ||||
Net income | $ 865,438 | $ (207,288) | 658,150 | 658,150 | |
Balance at Sep. 30, 2019 | $ 97 | $ 575 | 4,341,185 | 658,150 | 5,000,007 |
Balance (in shares) at Sep. 30, 2019 | 968,745 | 5,750,000 | |||
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (6) | 1,463,719 | (2,086,083) | (622,370) | |
Common stock subject to possible redemption (in shares) | (62,237) | ||||
Common stock subject to possible redemption (in shares) | 62,237 | ||||
Net income | 622,375 | 622,375 | |||
Balance at Mar. 31, 2020 | $ 88 | $ 575 | 6,212,887 | (1,213,544) | 5,000,006 |
Balance (in shares) at Mar. 31, 2020 | 876,491 | 5,750,000 | |||
Balance at Dec. 31, 2019 | $ 94 | $ 575 | 4,749,168 | 250,164 | 5,000,001 |
Balance (in shares) at Dec. 31, 2019 | 938,728 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering, gross | 230,000,000 | ||||
Net income | $ 1,173,981 | $ (1,048,046) | 125,935 | ||
Balance at Sep. 30, 2020 | $ 93 | $ 575 | 7,326,942 | (2,327,604) | 5,000,006 |
Balance (in shares) at Sep. 30, 2020 | 926,135 | 5,750,000 | |||
Balance at Mar. 31, 2020 | $ 88 | $ 575 | 6,212,887 | (1,213,544) | 5,000,006 |
Balance (in shares) at Mar. 31, 2020 | 876,491 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | 627,125 | (622,375) | 4,750 | ||
Common stock subject to possible redemption (in shares) | (475) | ||||
Common stock subject to possible redemption (in shares) | 475 | ||||
Net income | (4,755) | (4,755) | |||
Balance at Jun. 30, 2020 | $ 88 | $ 575 | 6,840,012 | (1,840,674) | 5,000,001 |
Balance (in shares) at Jun. 30, 2020 | 876,966 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ 5 | 486,930 | 4,755 | 491,690 | |
Common stock subject to possible redemption (in shares) | (49,169) | ||||
Common stock subject to possible redemption (in shares) | 49,169 | ||||
Net income | $ 97,680 | $ (589,365) | (491,685) | (491,685) | |
Balance at Sep. 30, 2020 | $ 93 | $ 575 | $ 7,326,942 | $ (2,327,604) | $ 5,000,006 |
Balance (in shares) at Sep. 30, 2020 | 926,135 | 5,750,000 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parentheticals) | Dec. 31, 2019shares |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |
Number of class B common stock shares subject to forfeiture | 750,000 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ (2,555) | $ 2,086,083 |
Gain on marketable securities (net), and dividends held in Trust Account | (3,565,051) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (3,246) | (144,251) |
Accounts payable | 5,721 | 112,344 |
Franchise tax payable | 200,000 | |
Income tax payable | 88,057 | |
Net cash provided by (used in) operating activities | (80) | (1,222,818) |
Cash Flows from Investing Activities | ||
Purchase of marketable securities held in Trust Account | (575,947,949) | |
Proceeds received from sales, redemptions and maturities of marketable securities held in Trust Account | 579,513,000 | |
Net cash provided by investing activities | 3,565,051 | |
Cash Flows from Financing Activities: | ||
Proceeds received under loans from related parties | 75,000 | 38,501 |
Repayment of amounts due to related parties | (153,882) | |
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds received from private placement | 6,900,000 | |
Offering costs paid | (62,876) | (4,758,272) |
Net cash provided by financing activities | 37,124 | 232,028,660 |
Net increase in cash and cash equivalents | 37,044 | 234,370,893 |
Cash - beginning of the period | 37,044 | |
Cash and restricted cash equivalents held in Trust Account - end of the period | 37,044 | 234,407,937 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 22,100 | 50,000 |
Offering costs included in accounts payable | 15,497 | |
Offering costs included in loans from related parties | 11,475 | |
Prepaid and other expenses included in loans from related parties | 28,906 | |
Forfeiture of Class B common stock from Sponsor | 58 | |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Deferred legal fees in connection with the initial public offering | 300,000 | 150,000 |
Reclassification of deferred offering costs to equity upon completion of the initial public offering | 461,948 | |
Value of common stock subject to possible redemption | 220,612,720 | |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | 709,257 | |
Anchor Investors | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to anchor investors | $ 2,313 | |
Sponsor | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to anchor investors | $ 25,000 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Description of Organization, Business Operations and Basis of Presentation | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1 ā Description of Organization, Business Operations and Basis of Presentation RMG Acquisition Corp. (the āCompanyā) is a blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the āBusiness Combinationā). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the diversified resources and industrial materials sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from October 22, 2018 (date of inception) through September 30, 2020 relates to the Companyās formation, the preparation for the initial public offering (āInitial Public Offeringā), and since the Initial Public Offering, the search for a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Companyās sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the āSponsorā). The Companyās ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Companyās Initial Public Offering was declared effective on February 12, 2019. On February 12, 2019, the Company consummated its Initial Public Offering of 20,000,000 units (āUnitsā and, with respect to the Class A common stock included in the Units being offered, the āPublic Sharesā), and on February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating aggregate gross proceeds of $230 million, and incurring offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (āPrivate Placementā) of 4,000,000 warrants (each, a āPrivate Placement Warrantā and collectively, the āPrivate Placement Warrantsā) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000. Upon the closing of the Initial Public Offering and Private Placement, $230 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the āTrust Accountā), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were 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 āInvestment Company Actā), with a maturity of 180 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companyās management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Class A common stock, par value $0.0001, sold in the Initial Public Offering (the āpublic stockholdersā) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (āSECā) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Companyās amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a āgroupā (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the āExchange Actā)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Companyās officers and certain directors have agreed not to propose an amendment to the Companyās amended and restated certificate of incorporation that would affect the substance or timing of the Companyās obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2021 (the āCombination Periodā), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholdersā 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 Companyās remaining stockholders and its Board, dissolve and liquidate, subject in each case to the Companyās obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period. The Sponsor, officers and certain directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers or directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companyās indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the āSecurities Actā). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Companyās Annual Report on Form 10-K filed with the SEC on March 16, 2020. Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern Consideration As of September 30, 2020, the Company had approximately $316,000 in its operating bank account held outside of the Trust Account, and approximately $4.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through September 30, 2020, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 6), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement in 2019 (see Note 6), the proceeds from the consummation of the Private Placement not held in the Trust Account and the loan proceeds under the PPP Note (see Note 5) received in June 2020. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. On January 30, 2020, the World Health Organization (āWHOā) announced a global health emergency because of a new strain of coronavirus (the āCOVID-19 outbreakā). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Companyās results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companyās results of operations, financial position and cash flows may be materially adversely affected. In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. | Note 1 ā Description of Organization, Business Operations and Basis of Presentation RMG Acquisition Corp. (the āCompanyā) is a blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the āBusiness Combinationā). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target business in the diversified resources and industrial materials sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from October 22, 2018 (date of inception) through December 31, 2019 relates to the Companyās formation, the preparation for the initial public offering (āInitial Public Offeringā), and since the Initial Public Offering, the search for a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Companyās sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the āSponsorā). The Companyās ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Companyās Initial Public Offering was declared effective on February 12, 2019. On February 12, 2019, the Company consummated its Initial Public Offering of 20,000,000 units (āUnitsā and, with respect to the Class A common stock included in the Units being offered, the āPublic Sharesā), and on February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating aggregate gross proceeds of $230 million, and incurring offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (āPrivate Placementā) of 4,000,000 warrants (each, a āPrivate Placement Warrantā and collectively, the āPrivate Placement Warrantsā) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000. Upon the closing of the Initial Public Offering and Private Placement, $230 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the āTrust Accountā), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were 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 āInvestment Company Actā), with a maturity of 180 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companyās management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Class A common stock, par value $0.0001, sold in the Initial Public Offering (the āpublic stockholdersā) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (āSECā) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Companyās amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a āgroupā (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the āExchange Actā)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Companyās officers and certain directors have agreed not to propose an amendment to the Companyās amended and restated certificate of incorporation that would affect the substance or timing of the Companyās obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2021 (the āCombination Periodā), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholdersā 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 Companyās remaining stockholders and its Board, dissolve and liquidate, subject in each case to the Companyās obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period. The Sponsor, officers and certain directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers or directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companyās indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the āSecurities Actā). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern Consideration In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. As of December 31, 2019, the Company had approximately $1.2 million in our operating bank account held outside of the Trust Account, and approximately $3.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through December 31, 2019, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 5), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 2 ā Summary of Significant Accounting Policies Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā ā Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of September 30, 2020 and December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of September 30, 2020 and December 31, 2019, the Company had no investments in marketable securities. 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 had approximately $234.2 million and $233.2 million in restricted cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā ā Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2020, and December 31, 2019, the Company had no investments in marketable securities. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 9): Level 1 ā Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 ā Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of September 30, 2020, and December 31, 2019, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019, the Company had $50,000 of accrued offering costs in the accompanying balance sheet. During the three months ended September 30, 2020, the Company reversed the remaining accrued offering costs against additional paid-in-capital in the accompanying balance sheet. Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start-up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 22,073,865 and 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheets. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. | Note 2 ā Summary of Significant Accounting Policies Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of December 31, 2019, the Company had no investments in marketable securities. 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 had approximately $233.2 million and $0 in restricted cash equivalents held in the Trust Account as of December 31, 2019 and 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2019, the Company had no investments in marketable securities. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 - Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 - Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of December 31, 2019 and 2018, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019 and 2018, the Company had $50,000 and $22,100 of accrued offering costs in the accompanying balance sheets. Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019 and 2018. 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. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheet. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. |
Initial Public Offering_2
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 ā Initial Public Offering On February 12, 2019, the Company sold 20,000,000 Units at a purchase price ofā$10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (āPublic Warrantā). On February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price ofā$11.50 per share, subject to adjustment (see Note 8). Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the āAnchor Investorsā). | Note 3 ā Initial Public Offering On February 12, 2019, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (āPublic Warrantā). On February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price ofā$11.50 per share, subject to adjustment (see Note 7). Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the āAnchor Investorsā). |
Private Placement_2
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Private Placement | ||
Private Placement | Note 4 ā Private Placement On February 12, 2019, the Company sold 4,000,000 Private Placement Warrants to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. | Note 4 ā Private Placement On February 12, 2019, the Company sold 4,000,000 Private Placement Warrants to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | Note 6 ā Related Party Transactions Founder Shares On November 6, 2018, the Sponsor purchased 7,187,500 shares (the āFounder Sharesā) of the Companyās Class B common stock, par value $0.0001 per share (the āClass B common stockā), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Companyās initial Business Combination and are subject to certain transfer restrictions. Related Party Reimbursements and Loans The Sponsor and the management agreed to cover for certain general and administrative expenses and offering costs in connection with the Initial Public Offering (āExpenses Reimbursementā), and expected to be reimbursed upon the completion of the Initial Public Offering. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties in 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companyās officers and directors may, but are not obligated to, loan the Company funds as may be required (āWorking Capital Loansā). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenderās discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. | Note 5 ā Related Party Transactions Founder Shares On November 6, 2018, the Sponsor purchased 7,187,500 shares (the āFounder Sharesā) of the Companyās Class B common stock, par value $0.0001 per share (the āClass B common stockā), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Companyās initial Business Combination and are subject to certain transfer restrictions. Related Party Reimbursements and Loans The Sponsor and the management agreed to cover for certain general and administrative expenses and offering costs in connection with the Initial Public Offering (āExpenses Reimbursementā), and expected to be reimbursed upon the completion of the Initial Public Offering. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties in 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companyās officers and directors may, but are not obligated to, loan the Company funds as may be required (āWorking Capital Loansā). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenderās discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. |
Commitments & Contingencies_2
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments & Contingencies | ||
Commitments & Contingencies | Note 7 ā Commitments & Contingencies 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 Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and āpiggybackā registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Lease Agreement In November 2018, the Company entered into a lease agreement for its office space in New York starting in January 2019, which called for a monthly rent of $10,000 and a security deposit of $20,000. Effective December 2019, the Company entered into an annual lease agreement for its new office space. The agreement called for a security deposit of approximately $12,000 and a monthly rent of approximately $8,000. In May 2020, the Company cancelled the lease and in August 2020 received the security deposit back, net of repair costs. As of September 30, 2020, and December 31, 2019, approximately $12,000 and $32,000 related to the security deposit was recorded in Prepaid expenses and other assets, respectively. For the three months ended September 30, 2020 and 2019, the Company recorded rent expense of approximately $38,000 and $32,000 in the accompanying statements of operations, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded rent expense of approximately $61,000 and $61,000 in the accompanying statements of operations, respectively. Deferred legal fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of September 30, 2020, and December 31, 2019, the Company recorded an aggregate of $450,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively. Litigation To our knowledge, there is no litigation currently pending or contemplated against the Company, any of its officers or directors in their capacity as such or against any of the Companyās property. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability, if any, related to pending claims and litigation. | Note 6 ā Commitments & Contingencies 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 Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and āpiggybackā registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Lease Agreement In November 2018, the Company entered into a lease agreement for its office space in New York starting in January 2019, which called for a monthly rent of $10,000 and a security deposit of $20,000. Effective December 2019, the Company entered into an annual lease agreement for its new office space. The agreement called for a security deposit of approximately $12,000 and a monthly rent of approximately $8,000. As of December 31, 2019 and 2018, approximately $32,000 related to the security deposit was recorded in Prepaid expenses and other assets. For the year ended December 31, 2019, the Company recorded rent expense of approximately $105,000 in the accompanying statements of operations. Deferred legal fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of December 31, 2019 and 2018, the Company recorded an aggregate of $450,000 and $300,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively. Litigations To our knowledge, there is no litigation currently pending or contemplated against the Company, any of its officers or directors in their capacity as such or against any of the Companyās property. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability, if any, related to pending claims and litigation. |
Stockholder's Equity_2
Stockholder's Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity | ||
Stockholder's Equity | Note 8 ā Stockholderās Equity Common stock Class A Common stock Class B Common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Companyās stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. Preferred Stock Warrantsāāā 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasersā permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor and the Companyās officers and directors 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ā in whole and not in part; ā at a price of $0.01 per warrant; ā upon a minimum of 30 days ā prior written notice of redemption; and ā if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Companyās prospectus relating to the Initial Public Offering based on the redemption date and the āfair market valueā of the Class A common stock, upon a minimum of 30 daysā prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The āfair market valueā of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public 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 ācashless basis,ā as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Companyās own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholderās equity. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companyās assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 ā Stockholderās Equity Common stock Class A Common stock issued outstanding outstanding Class B Common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Companyās stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. Preferred Stock Warrantsāāā 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasersā permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor and the Companyās officers and directors 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ā in whole and not in part; ā at a price of $0.01 per warrant; ā upon a minimum of 30 days ā prior written notice of redemption; and ā if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Companyās prospectus relating to the Initial Public Offering based on the redemption date and the āfair market valueā of the Class A common stock, upon a minimum of 30 daysā prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The āfair market valueā of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public 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 ācashless basis,ā as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Companyās own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholderās equity. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companyās assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements_2
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 ā Fair Value Measurements The following table presents information about the Companyās assets that are measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 234,179,516 ā ā ā ā ā ā $ 234,179,516 ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā ā Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for three and nine months ended September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. ā | Note 8 ā Fair Value Measurements The following table presents information about the Companyās assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ā ā ā ā ā ā ā ā ā ā ā ā ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā ā Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2019. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 9 ā Income Taxes The income tax provision (benefit) consists of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Current ā ā Federal ā $ 793,057 ā $ ā State ā ā ā ā Deferred ā ā Federal ā ā ā ā State ā ā ā ā Valuation allowance ā ā ā ā Income tax provision ā $ 793,057 ā $ ā ā The Companyās net deferred tax assets are as follows: ā ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Deferred tax assets: ā ā StartUp/Organization Costs ā $ 185,966 ā $ 539 Total deferred tax assets ā 185,966 ā 539 Valuation allowance ā (185,966) ā (539) Deferred tax asset, net of allowance ā $ ā ā $ ā ā In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2019 and 2018, the valuation allowance was approximately $186,000 and $500, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Companyās effective tax rate is as follows: ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % Meals & entertainment 0.1 % 0.0 % Change in fair value of warrant liabilities 0.0 % 0.0 % Change in Valuation Allowance 6.4 % (21.0) % Income Taxes Provision (Benefit) 27.5 % 0.0 % ā |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Companyās Annual Report on Form 10-K filed with the SEC on March 16, 2020. | Basis of Presentation The accompanying balance sheet is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. |
Emerging Growth Company | Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act of 1933, as amended (the āSecurities Actā), as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 irrevocably elected 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, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Companyās financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Going Concern Consideration | Going Concern Consideration As of September 30, 2020, the Company had approximately $316,000 in its operating bank account held outside of the Trust Account, and approximately $4.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through September 30, 2020, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 6), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement in 2019 (see Note 6), the proceeds from the consummation of the Private Placement not held in the Trust Account and the loan proceeds under the PPP Note (see Note 5) received in June 2020. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. On January 30, 2020, the World Health Organization (āWHOā) announced a global health emergency because of a new strain of coronavirus (the āCOVID-19 outbreakā). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Companyās results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companyās results of operations, financial position and cash flows may be materially adversely affected. In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. | Going Concern Consideration In connection with the Companyās assessment of going concern considerations in accordance with Financial Accounting Standard Boardās Accounting Standards Updated (āASUā) 2014-15, āDisclosure of Uncertainties about an Entityās Ability to Continue as a Going Concernā, management has determined that the mandatory liquidation and subsequent dissolution related to the Combination Period described above raises substantial doubt about the Companyās ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2021. As of December 31, 2019, the Company had approximately $1.2 million in our operating bank account held outside of the Trust Account, and approximately $3.2 million of investment income earned on money market funds and marketable securities held in the Trust Account available to pay franchise tax and income tax obligations. The Company will use the funds available outside of the Trust Account primarily to meet the Companyās operating cash flow and working capital needs. Through December 31, 2019, the Companyās liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined in Note 5), approximately $153,000 received from the Sponsor under Expenses Reimbursement arrangement, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor in 2019. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account (less amounts released to the Company for taxes payable, expenses relating to the administration of the Trust Account and deferred underwriting commissions) to complete the Initial Business Combination. |
Net Income per Common Stock | Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā | Net Income per Common Stock Net income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Companyās statements of operations include 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. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented. The Companyās net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Companyās 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. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of September 30, 2020 and December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of September 30, 2020 and December 31, 2019, the Company had no investments in marketable securities. | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, restricted cash equivalents held in the Trust Account, and marketable securities held in the Trust Account. Cash and restricted cash equivalents are maintained in accounts with financial institutions, 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, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. As of December 31, 2019, the balance of restricted cash equivalents held in the Trust Account are comprised entirely of an investment in a single money market fund which invests all of its assets in cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury. As of December 31, 2019, the Company had no investments in marketable securities. |
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 had approximately $234.2 million and $233.2 million in restricted cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā ā | 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 had approximately $233.2 million and $0 in restricted cash equivalents held in the Trust Account as of December 31, 2019 and 2018, respectively. The following table provides a reconciliation of cash and cash equivalents reported within the financial statements: ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā |
Marketable Securities Held in the Trust Account | Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of September 30, 2020, and December 31, 2019, the Company had no investments in marketable securities. | Marketable Securities Held in the Trust Account At times, the Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2019, the Company had no investments in marketable securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 9): Level 1 ā Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 ā Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of September 30, 2020, and December 31, 2019, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): Level 1 - Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 - Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managementās judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of December 31, 2019 and 2018, the recorded values of cash and restricted cash equivalents held in the Trust Account, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019, the Company had $50,000 of accrued offering costs in the accompanying balance sheet. During the three months ended September 30, 2020, the Company reversed the remaining accrued offering costs against additional paid-in-capital in the accompanying balance sheet. | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholdersā equity upon the completion of the Initial Public Offering in February 2019. As of December 31, 2019 and 2018, the Company had $50,000 and $22,100 of accrued offering costs in the accompanying balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start-up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. | Income Taxes The Company follows the asset and liability method of accounting for 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. Management has determined that a full valuation allowance on the deferred tax asset (related to start up costs) is appropriate at this time after consideration of all available positive and negative evidence related to the realization of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019 and 2018. 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 22,073,865 and 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheets. | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature 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 Companyās control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholdersā equity. The Companyās Class A common stock feature certain redemption rights that are considered to be outside of the Companyās control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 22,061,272 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholdersā equity section of the Companyās balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxesā (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception The Companyās management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companyās financial statements. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Schedule of basic and diluted loss per common stock | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the three months ended ā For the nine months ended ā ā September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 ā Interest income on restricted cash equivalents held in Trust Account ā $ 28,551 ā $ 5,321 ā $ 1,153,171 ā $ 12,025 ā Gain on marketable securities (net), and dividends held in Trust Account ā ā ā 1,142,497 ā ā ā 3,299,930 Expenses available to be paid with interest income from Trust ā 69,129 ā ā (282,380) ā 20,810 ā ā (818,514) ā Net income available to holders of Class A common stock ā 97,680 ā ā 865,438 ā 1,173,981 ā ā 2,493,441 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income ā ā (491,685) ā ā 658,150 ā ā 125,935 ā ā 1,835,919 ā Less: Income attributable to Class A common stock ā (97,680) ā ā (865,438) ā (1,173,981) ā ā (2,493,441) ā Net loss attributable to holders of Class B common stock ā $ (589,365) ā $ (207,288) ā $ (1,048,046) ā $ (657,522) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 23,000,000 ā ā 23,000,000 ā 23,000,000 ā ā 22,909,091 ā Basic and diluted net income per share, Class A ā $ ā ā $ 0.04 ā $ 0.05 ā $ 0.11 ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,750,000 ā 5,750,000 ā ā 5,750,000 ā Basic and diluted net loss per share, Class B ā $ (0.10) ā $ (0.04) ā $ (0.18) ā $ (0.11) ā | ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Interest income on restricted cash equivalents held in Trust Account ā $ 398,809 ā $ ā Gain on marketable securities (net), and dividends held in Trust Account ā 3,565,051 ā ā Expenses available to be paid with interest income from Trust ā (997,313) ā ā ā Net income available to holders of Class A common stock ā 2,966,547 ā ā ā ā ā ā ā ā ā ā Net income (loss) ā ā 2,086,083 ā $ (2,555) Less: Income attributable to Class A common stock ā (2,966,547) ā ā ā Net loss attributable to holders of Class B common stock ā $ (880,464) ā $ (2,555) ā ā ā ā ā ā ā Weighted average shares outstanding of Class A common stock ā 22,934,985 ā ā ā Basic and diluted net income per share, Class A ā $ 0.13 ā $ ā Weighted average shares outstanding of Class B common stock ā 5,750,000 ā ā 5,000,000 Basic and diluted net loss per share, Class B ā $ (0.15) ā $ ā ā |
Schedule of reconciliation of cash and cash equivalents | ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 December 31, 2019 ā Cash ā $ 315,502 ā $ 1,175,207 ā Restricted cash equivalents held in Trust Account ā 234,179,516 ā 233,232,730 ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,495,018 ā $ 234,407,937 ā | ā ā ā ā ā ā ā ā ā December 31, ā ā 2019 ā 2018 Cash ā $ 1,175,207 ā $ 37,044 Restricted cash equivalents held in Trust Account ā 233,232,730 ā ā Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows ā $ 234,407,937 ā $ 37,044 ā |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | ||
Schedule of assets that are measured on a recurring basis | ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 234,179,516 ā ā ā ā ā ā $ 234,179,516 ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā | ā ā ā ā ā ā ā ā ā ā ā ā ā Quoted Prices in ā ā ā ā ā ā ā ā Active ā Significant Other ā Significant Other ā ā Markets ā Observable Inputs ā Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: ā ā ā ā ā U.S. Treasury Securities ā $ ā ā $ ā ā $ ā Cash equivalents - money market funds ā 233,232,730 ā ā ā ā ā ā $ 233,232,730 ā $ ā ā $ ā |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of income tax expense | ā ā ā ā ā ā ā ā ā ā ā ā ā For the period from ā ā For the year ended ā October 22, 2018 (date of inception) ā December 31, 2019 to December 31, 2018 Current ā ā Federal ā $ 793,057 ā $ ā State ā ā ā ā Deferred ā ā Federal ā ā ā ā State ā ā ā ā Valuation allowance ā ā ā ā Income tax provision ā $ 793,057 ā $ ā |
Schedule of deferred tax assets and liabilities | ā ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Deferred tax assets: ā ā StartUp/Organization Costs ā $ 185,966 ā $ 539 Total deferred tax assets ā 185,966 ā 539 Valuation allowance ā (185,966) ā (539) Deferred tax asset, net of allowance ā $ ā ā $ ā |
Schedule of effective income tax rate reconciliation | ā ā ā ā ā ā ā ā ā December 31, ā 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % Meals & entertainment 0.1 % 0.0 % Change in fair value of warrant liabilities 0.0 % 0.0 % Change in Valuation Allowance 6.4 % (21.0) % Income Taxes Provision (Benefit) 27.5 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Dec. 31, 2019USD ($)$ / shares | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Feb. 12, 2019USD ($)$ / shares$ / itemshares | Nov. 06, 2018USD ($)$ / shares | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares$ / item | Dec. 31, 2019USD ($)$ / shares$ / item | Dec. 31, 2018USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 | |||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Capital contribution from Sponsor | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |||||
Minimum percentage specified for aggregate fair market value of assets held in Trust Account | 80.00% | 80.00% | ||||||
Sale of units, price per unit | $ / item | 10 | 10 | ||||||
Threshold percentage of outstanding voting securities in business combination | 50.00% | 50.00% | ||||||
Amount per share initially held in trust account | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Minimum amount of net tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||
Redemption percentage of public shares | 100.00% | 100.00% | ||||||
Amount of interest released to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Operating Bank Account Held Outside Of The Trust Account | 1,200,000 | 316,000 | ||||||
Investment Income, Interest | $ 3,200,000 | $ 4,200,000 | ||||||
Loans from Sponsor | $ 115,381 | |||||||
Class A Common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Capital contribution from Sponsor | $ 2,300 | $ 2,300 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Minimum threshold percentage of common stock sold in initial public offering | 20.00% | 20.00% | 20.00% | |||||
Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sponsor | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||
Loans from Sponsor | $ 153,000 | $ 153,000 | $ 153,000 | |||||
Sponsor | Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Capital contribution from Sponsor | $ 25,000,000 | $ 25,000 | $ 25,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 20,000,000 | |||||||
Units issue price per unit | $ / item | 10 | |||||||
Over allotment option | Sponsor and Anchor Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant issued | shares | 600,000 | |||||||
Warrants exercise price | $ / shares | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 900,000 | |||||||
Private Placement | Sponsor and Anchor Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrant issued | shares | 4,000,000 | |||||||
Warrants exercise price | $ / shares | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 6,000,000 | |||||||
Underwriting Agreement | Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Initial offering cost | 13,400,000 | |||||||
Deferred underwriting commissions | $ 8,050,000 | |||||||
Underwriting Agreement | Over allotment option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 3,000,000 | |||||||
Units issue price per unit | $ / item | 10 | |||||||
Gross proceeds from units issued | $ 230,000,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Basic and diluted loss per common stock (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Interest income on restricted cash equivalents held in Trust Account | $ 28,551 | $ 5,321 | $ 1,153,171 | $ 12,025 | $ 398,809 | |||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 1,142,497 | 3,299,930 | 3,565,051 | |||||||
Expenses available to be paid with interest income from Trust | (997,313) | |||||||||
Net (loss) income | $ (2,555) | (491,685) | $ (4,755) | $ 622,375 | 658,150 | $ 852,775 | $ 324,994 | 125,935 | 1,835,919 | 2,086,083 |
Class A Common stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Expenses available to be paid with interest income from Trust | 69,129 | (282,380) | 20,810 | (818,514) | ||||||
Net (loss) income | 97,680 | 865,438 | 1,173,981 | 2,493,441 | 2,966,547 | |||||
Less: Income attributable to Class A common stock | $ (97,680) | $ (865,438) | $ (1,173,981) | $ (2,493,441) | $ (2,966,547) | |||||
Weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 22,909,091 | 22,934,985 | |||||
Basic and diluted net income per share | $ 0.04 | $ 0.05 | $ 0.11 | $ 0.13 | ||||||
Class B common stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net (loss) income | $ (2,555) | $ (589,365) | $ (207,288) | $ (1,048,046) | $ (657,522) | $ (880,464) | ||||
Weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Basic and diluted net income per share | $ 0 | $ (0.10) | $ (0.04) | $ (0.18) | $ (0.11) | $ (0.15) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Reconciliation of cash and cash equivalents (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||||
Cash | $ 315,502 | $ 1,175,207 | $ 37,044 | |
Restricted cash equivalents held in Trust Account | 234,179,516 | 233,232,730 | ||
Total cash and restricted cash equivalents held in Trust Account shown in the statement of cash flows | $ 234,495,018 | $ 234,407,937 | $ 2,295,292 | $ 37,044 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Federal Depository Insurance Coverage, amount | $ 250,000 | $ 250,000 | |
Investments in marketable securities | 0 | 0 | |
Cash equivalents held in Trust Account | 234,200,000 | 233,200,000 | $ 0 |
Deferred Offering Costs Related To Initial Public Offering | 13,400,000 | 13,400,000 | |
Accrued offering costs | 50,000 | 50,000 | $ 22,100 |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized accrued interest and penalties | $ 0 | $ 0 | |
Class A Common stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 |
Number of common stock would be anti-dilutive under treasury stock method | 12,266,666 | 12,266,666 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) $ in Millions | Feb. 19, 2019USD ($)$ / itemshares | Feb. 12, 2019$ / itemshares |
Subsidiary, Sale of Stock [Line Items] | ||
Description of Initial Public Offering unit | Each Unit consists of one share of ClassĀ A common stock and one-third of one redeemable warrant (āPublic Warrantā).Ā | |
Class A Common stock | Public warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Description for public warrant right | Each whole Public Warrant will entitle the holder to purchase one ClassĀ A common stock at an exercise price ofā$11.50 per share, subject to adjustment | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 20,000,000 | |
Units issue price per unit | $ / item | 10 | |
Initial Public Offering | Anchor Investors | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 2,530,000 | |
Over allotment option | Underwriting Agreement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Units issue price per unit | $ / item | 10 | |
Additional gross proceeds | $ | $ 30 |
Private Placement (Details)_2
Private Placement (Details) - USD ($) | Feb. 19, 2019 | Feb. 12, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||
Private Placement | Class A Common stock | Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants exercise price | $ 11.50 | |||
Description of private placement warrant right | Each Private Placement Warrant is exercisable to purchase one share of ClassĀ A common stock at $11.50 per share. | |||
Private Placement | Sponsor and Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrant issued | 4,000,000 | |||
Warrants exercise price | $ 1.50 | |||
Proceeds from issuance of warrants | $ 6,000,000 | |||
Over allotment option | Sponsor and Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrant issued | 600,000 | |||
Warrants exercise price | $ 1.50 | |||
Proceeds from issuance of warrants | $ 900,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 17, 2018shares | Nov. 06, 2018USD ($)$ / sharesshares | Jan. 31, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2019shares | Jun. 30, 2019shares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 21, 2018shares |
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||||||
Due to related parties | $ | $ 115,381 | ||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 | |||
Number of forfeited shares | 575,000 | 575,000 | |||||||||||
Class A Common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 23,000,000 | 23,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Issuance of Class B common stock to Sponsor | $ | $ 2,300 | $ 2,300 | |||||||||||
Common stock shares outstanding | 938,728 | 1,119,837 | 926,135 | 938,728 | 876,966 | 876,491 | 968,745 | 1,034,560 | 0 | 0 | |||
Stock Conversion Ratio | 1 | ||||||||||||
Sponsor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Reverse split ratio | 0.8-for-1 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | ||||||||||||
Due to related parties | $ | $ 153,000 | $ 153,000 | $ 153,000 | ||||||||||
Working capital loans, amount | $ | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||
Sponsor | Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 7,187,500 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000,000 | $ 25,000 | $ 25,000 | ||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | 750,000 | |||||||||||
Sponsor | Class B common stock | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of forfeited shares | 750,000 | ||||||||||||
Anchor Investors | Class B common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B common stock to Sponsor (in shares) | 575,000 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ | $ 2,300 |
Commitments & Contingencies (_2
Commitments & Contingencies (Details) | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Feb. 19, 2019USD ($)$ / shares$ / itemshares | Nov. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USN ($) | Feb. 12, 2019$ / itemshares | Dec. 31, 2018USN ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Payment made upon closing of Initial Public Offering | $ 62,876 | $ 4,758,272 | $ 4,758,272 | |||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | 8,050,000 | |||||||||
Monthly rent | 8,000 | 8,000 | ||||||||||
Rent expense | 38,000 | $ 32,000 | 61,000 | $ 61,000 | 105,000 | |||||||
Deferred legal fees | 300,000 | 450,000 | 450,000 | 450,000 | $ 450,000 | $ 300,000 | ||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Security Deposit | $ 32,000 | 12,000 | 12,000 | 32,000 | ||||||||
Lease Agreements [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Monthly rent | $ 10,000 | |||||||||||
Security Deposit | $ 20,000 | $ 12,000 | $ 12,000 | $ 12,000 | ||||||||
Over allotment option | Underwriting Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of units issued | shares | 3,000,000 | 3,000,000 | ||||||||||
Units issue price per unit | $ / item | 10 | 10 | ||||||||||
Initial Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of units issued | shares | 20,000,000 | |||||||||||
Units issue price per unit | $ / item | 10 | |||||||||||
Initial Public Offering | Underwriting Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Underwriting discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||||
Payment made upon closing of Initial Public Offering | $ 4,600,000 | $ 4,600,000 | ||||||||||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | $ 0.35 | ||||||||||
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 |
Stockholder's Equity (Details_2
Stockholder's Equity (Details) | Feb. 19, 2019shares | Dec. 17, 2018shares | Jan. 31, 2019shares | Mar. 31, 2019shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2019shares | Jun. 30, 2019shares | Nov. 06, 2018$ / shares | Oct. 21, 2018shares |
Stockholders Equity [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Number of days for written notice of redemption | 30 days | 30 days | |||||||||||
Common stock equals or exceeds for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date | $ / shares | $ 18 | $ 18 | |||||||||||
Additionally minimum price of public warrants become exercisable prior written notice of redemption | $ / shares | 10 | 10 | |||||||||||
Convertible exercisable or exchangeable for shares of common stock at an issue price | $ / shares | $ 9.20 | $ 9.20 | |||||||||||
Percentage of warrant exercise price in new issuance | 115.00% | 115.00% | |||||||||||
Sponsor | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Reverse split ratio | 0.8-for-1 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 1.50 | $ 1.50 | |||||||||||
Class A Common stock | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares issued included possible redemption | 23,000,000 | 23,000,000 | |||||||||||
Common stock shares outstanding included possible redemption | 23,000,000 | 23,000,000 | |||||||||||
Number of shares issued for possible redemption | 22,073,865 | 22,061,272 | 0 | ||||||||||
Common stock, shares issued | 926,135 | 938,728 | 0 | ||||||||||
Common stock shares outstanding | 1,119,837 | 926,135 | 938,728 | 0 | 876,966 | 876,491 | 968,745 | 1,034,560 | 0 | ||||
Stock Conversion Ratio | 1 | ||||||||||||
Class B common stock | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 0 | ||||
Number of forfeited shares | 575,000 | 575,000 | |||||||||||
Percentage of issued and outstanding common stock after the initial public offering | 20.00% | 20.00% | |||||||||||
Voting rights of common stock | one vote | one vote | |||||||||||
Class B common stock | Sponsor | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Common stock shares outstanding | 5,750,000 | ||||||||||||
Number of forfeited shares | 575,000 | 750,000 | |||||||||||
Number of shares issued to underwriter | 750,000 | ||||||||||||
Class B common stock | Sponsor | Maximum | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Number of forfeited shares | 750,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 234,179,516 | $ 233,232,730 |
Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 234,179,516 | 233,232,730 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 0 | 0 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 233,232,730 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 233,232,730 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | 0 | |
Recurring basis | Significant Other Unobservable Inputs (Level 3) | Cash equivalents - money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust | $ 0 |
Fair Value Measurements - Tra_2
Fair Value Measurements - Transfer Between Levels (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Fair Value Measurements | ||
Asset, Level 1 to Level 2 Transfer, Fair Value | $ 0 | $ 0 |
Asset, Level 2 to Level 1 Transfer, Fair Value | 0 | 0 |
Asset, Level 3 Transfer, Fair Value | $ 0 | $ 0 |
Income Taxes - Tax provision (b
Income Taxes - Tax provision (benefit) (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Current | ||||||
Federal | $ 793,057,000 | |||||
Income tax provision | $ 793,057,000 | $ (119,129) | $ 232,380 | $ (170,979) | $ 668,514 | $ 797,313 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
StartUp/Organization Costs | $ 185,966 | $ 539 |
Total deferred tax assets | 185,966 | 539 |
Valuation allowance | $ 185,966 | $ 539 |
Income Taxes - Federal income t
Income Taxes - Federal income tax rate (benefit) (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Reconciliation of the statutory federal income tax rate (benefit) | ||
Statutory Federal income tax rate | 21.00% | 21.00% |
Meals & entertainment | 0.10% | 0.00% |
Change in fair value of warrants liabilities | 0.00% | 0.00% |
Change in Valuation Allowance | 6.40% | (21.00%) |
Change in Valuation Allowance | 27.50% | 0.00% |