Blade Air Mobility (BLDE) 10-Q 10 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 10, 2020
Entity Registrant Name	EXPERIENCE INVESTMENT CORP.
Entity Central Index Key	0001779128
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Class A Common stock
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Entity Common Stock, Shares Outstanding		27,500,000
Trading Symbol	EXPC
Security Exchange Name	NASDAQ
Class B Common stock
Entity Common Stock, Shares Outstanding		6,875,000
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A CommonStock and one-third of one Redeemable Warrant
Trading Symbol	EXPCU
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one shareof Class A Common Stock for $11.50 per share
Trading Symbol	EXPCW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash	$ 889,548	$ 1,305,608
Prepaid expenses	82,875	125,000
Total Current Assets	972,423	1,430,608
Marketable securities held in Trust Account	277,272,759	276,261,596
TOTAL ASSETS	278,245,182	277,692,204
Current liabilities
Accounts payable and accrued expenses	99,883	136,694
Accrued offering costs	26,000	26,000
Income taxes payable	332,467	208,612
Total Current Liabilities	458,350	371,306
Deferred underwriting fee payable	9,625,000	9,625,000
Total Liabilities	10,083,350	9,996,306
Commitments
Class A common stock subject to possible redemption, 26,141,235 and 26,180,927 shares at redemption value as of September 30, 2020 and December 31, 2019, respectively	263,161,825	262,695,890
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Additional paid-in capital	3,748,471	4,214,410
Retained earnings	1,250,712	784,778
Total Stockholders' Equity	5,000,007	5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	278,245,182	277,692,204
Class A Common stock
Stockholders' Equity
Common stock	136	132
Class B Common stock
Stockholders' Equity
Common stock	$ 688	$ 688

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Common stock subject to possible redemption, shares at redemption value	26,141,235	26,187,385
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common stock
Common stock subject to possible redemption, shares at redemption value	26,141,235	26,180,927
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,358,765	1,319,073
Common stock, shares outstanding	1,358,765	1,319,073
Class B Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,875,000	6,875,000
Common stock, shares outstanding	6,875,000	6,875,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)		3 Months Ended		4 Months Ended	9 Months Ended
		Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2020
CONDENSED STATEMENT OF OPERATIONS
Formation and operating costs		$ 160,688	$ 43,053	$ 44,053	$ 421,374
Loss from operations		(160,688)	(43,053)	(44,053)	(421,374)
Other income:
Interest income on marketable securities held in Trust Account		33,909	168,280	168,280	1,011,163
(Loss) income before income taxes		(126,779)	125,227	124,227	589,789
Benefit (provision) for income taxes		26,624	(26,088)	(26,088)	(123,855)
Net (loss) income		$ (100,155)	$ 99,139	$ 98,139	$ 465,934
Weighted average shares outstanding, basic and diluted (1)	[1]	8,218,085	6,523,285	6,444,901	8,208,043
Basic and diluted net income per common share (2)	[2]	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.03)
[1]	Excludes an aggregate of 26,141,235 and 26,187,385 shares subject to possible redemption September 30, 2020 and 2019, respectively.
[2]	Net loss per common share - basic and diluted excludes interest income of $10,013 and $700,885 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020 and $135,409 for the three months ended September 30, 2019 and for the period from May 24, 2019 (inception) through September 30, 2019, respectively.

CONDENSED STATEMENT OF OPERAT_2

CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2020
CONDENSED STATEMENT OF OPERATIONS
Common stock subject to possible redemption, shares at redemption value	26,141,235			26,141,235
Dividend income attributable to common stock subject to possible redemption	$ (10,013)	$ 135,409	$ 135,409	$ (700,885)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common StockClass A Common stock	Common StockClass B Common stock	Additional Paid-In Capital	Retained Earnings	Total
Balance at the beginning at May. 23, 2019	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at May. 23, 2019	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 0	$ 719	24,281	0	25,000
Change in value of common stock subject to possible redemption (in shares)	0	7,187,500
Net (loss) income	$ 0	$ 0	0	(1,000)	(1,000)
Balance at the end at Jun. 30, 2019		$ 719	24,281	(1,000)	(24,000)
Balance at the end (in shares) at Jun. 30, 2019		7,187,500
Balance at the beginning at May. 23, 2019	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at May. 23, 2019	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income					98,139
Balance at the end at Sep. 30, 2019	$ 131	$ 688	4,901,046	98,139	5,000,004
Balance at the end (in shares) at Sep. 30, 2019	1,312,615	6,875,000
Balance at the beginning at Jun. 30, 2019		$ 719	24,281	(1,000)	(24,000)
Balance at the beginning (in shares) at Jun. 30, 2019		7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Founder Shares		$ (31)	31
Forfeiture of Founder Shares (in shares)		(312,500)
Sale of 27,500,000 Units, net of underwriting discount and offering expenses	$ 2,750		259,383,370		259,386,120
Sale of 27,500,000 Units, net of underwriting discount and offering expenses (in shares)	27,500,000
Sale of 5,000,000 Private Placement Warrants			7,500,000		7,500,000
Common stock subject to possible redemption	$ (2,619)		(262,006,636)		(262,009,225)
Common stock subject to possible redemption (in shares)	(26,187,385)
Net (loss) income				99,139	99,139
Balance at the end at Sep. 30, 2019	$ 131	$ 688	4,901,046	98,139	5,000,004
Balance at the end (in shares) at Sep. 30, 2019	1,312,615	6,875,000
Balance at the beginning at Dec. 31, 2019	$ 132	$ 688	4,214,410	784,778	5,000,008
Balance at the beginning (in shares) at Dec. 31, 2019	1,319,073	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 2		(572,073)		(572,071)
Change in value of common stock subject to possible redemption (in shares)	17,787
Net (loss) income				572,071	572,071
Balance at the end at Mar. 31, 2020	$ 134	$ 688	3,642,337	1,356,849	5,000,008
Balance at the end (in shares) at Mar. 31, 2020	1,336,860	6,875,000
Balance at the beginning at Dec. 31, 2019	$ 132	$ 688	4,214,410	784,778	5,000,008
Balance at the beginning (in shares) at Dec. 31, 2019	1,319,073	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income					465,934
Balance at the end at Sep. 30, 2020	$ 136	$ 688	3,748,471	1,250,712	5,000,007
Balance at the end (in shares) at Sep. 30, 2020	1,358,765	6,875,000
Balance at the beginning at Mar. 31, 2020	$ 134	$ 688	3,642,337	1,356,849	5,000,008
Balance at the beginning (in shares) at Mar. 31, 2020	1,336,860	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption			5,975		5,975
Change in value of common stock subject to possible redemption (in shares)	6,225
Net (loss) income				(5,982)	(5,982)
Balance at the end at Jun. 30, 2020	$ 134	$ 688	3,648,312	1,350,867	5,000,001
Balance at the end (in shares) at Jun. 30, 2020	1,343,085	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of common stock subject to possible redemption	$ 2	$ 0	100,159	0	100,161
Change in value of common stock subject to possible redemption (in shares)	15,680	0
Net (loss) income	$ 0	$ 0	0	(100,155)	(100,155)
Balance at the end at Sep. 30, 2020	$ 136	$ 688	$ 3,748,471	$ 1,250,712	$ 5,000,007
Balance at the end (in shares) at Sep. 30, 2020	1,358,765	6,875,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	3 Months Ended	4 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Sale of Private Placement Warrants (in shares)	5,000,000
Class B Common stock
Shares subject to forfeiture if the over-allotment option was not exercised in full or in part		937,500
Initial Public Offering
Number of units issued	27,500,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2020
Cash Flows from Operating Activities:
Net income	$ 98,139	$ 465,934
Adjustments to reconcile net income to net cash used in operating activities:
Interest income earned on marketable securities held in Trust Account	(168,280)	(1,011,163)
Changes in operating assets and liabilities:
Prepaid expenses		42,125
Accounts payable and accrued expenses	42,756	(36,811)
Income taxes payable	26,088	123,855
Net cash used in operating activities	(1,297)	(416,060)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(275,000,000)
Net cash used in investing activities	(275,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	269,500,000
Proceeds from Issuance of Warrants	7,500,000
Proceeds from promissory notes - related party	231,366
Payment of offering costs	(410,880)
Net cash provided by financing activities	276,820,486
Net Change in Cash	1,819,189	(416,060)
Cash - Beginning		1,305,608
Cash - Ending	1,819,189	889,548
Non-cash investing and financing activities:
Change in value of common stock subject to possible redemption	99,435	$ 465,935
Initial classification of common stock subject to possible redemption	261,909,820
Deferred underwriting fee payable	9,625,000
Deferred offering costs paid directly by Sponsor from proceeds of issuance of Class B common stock to Sponsor	$ 25,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Experience Investment Corp. (the “Company”) was incorporated in Delaware on May 24, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the travel and leisure industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company 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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 12, 2019. On September 17, 2019, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $275,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4. Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs. At September 30, 2020, cash of $889,548 was held outside of the Trust Account and is available for working capital purposes. Following the closing of the Initial Public Offering on September 17, 2019, an amount of $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 Public Shares (the “public stockholders”) 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 ($10.00 per Public Share, plus any pro rata interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) 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. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. 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 of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s 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 Public Shares in conjunction with any such amendment. The Company has until September 17, 2021 (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption , subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial stockholders 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 initial stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of Class B common stock subject to forfeiture. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,166,667 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Period from May 24, 2019 Three Months Nine Months (Inception) Ended Ended Through September 30, September 30, September 30, 2020 2019 2020 2019 Net (loss) income $ (100,155) $ 99,139 $ 465,934 $ 98,139 Less: Income attributable to common stock subject to possible redemption (10,013) (135,409) (700,885) (135,409) Adjusted net loss available to common shares $ (110,168) $ (36,270) $ (234,951) $ (37,270) Weighted average shares outstanding, basic and diluted 8,218,085 6,523,285 8,208,043 6,444,901 Basic and diluted net loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.01) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2020
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2019, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the initial stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 312,500 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note—Related Party On May 24, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The outstanding balance of $231,366 under the Promissory Note was repaid in full in October 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of 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 does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 lender’s discretion, up to $1,500,000 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.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2020
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 12, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. On September 17, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 1,250,000 Units. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020 and December 31, 2019, there were 1,358,765 and 1,319,073 shares of Class A common stock issued and outstanding, excluding 26,141,235 and 26,180,927 shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2020 and December 31, 2019, there were 6,875,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash —Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Class A Common Stock —Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: · in whole and not in part; · at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; · if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and · if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price (“Newly Issued Price”) of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price and the $18.00 redemption trigger price will be adjusted to 180% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 277,272,759 $ 276,261,596

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. 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. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.
Net Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of Class B common stock subject to forfeiture. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,166,667 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented.
Reconciliation of Net Loss per Common Share	Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Period from May 24, 2019 Three Months Nine Months (Inception) Ended Ended Through September 30, September 30, September 30, 2020 2019 2020 2019 Net (loss) income $ (100,155) $ 99,139 $ 465,934 $ 98,139 Less: Income attributable to common stock subject to possible redemption (10,013) (135,409) (700,885) (135,409) Adjusted net loss available to common shares $ (110,168) $ (36,270) $ (234,951) $ (37,270) Weighted average shares outstanding, basic and diluted 8,218,085 6,523,285 8,208,043 6,444,901 Basic and diluted net loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.01)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of basic and diluted loss per common share	For the Period from May 24, 2019 Three Months Nine Months (Inception) Ended Ended Through September 30, September 30, September 30, 2020 2019 2020 2019 Net (loss) income $ (100,155) $ 99,139 $ 465,934 $ 98,139 Less: Income attributable to common stock subject to possible redemption (10,013) (135,409) (700,885) (135,409) Adjusted net loss available to common shares $ (110,168) $ (36,270) $ (234,951) $ (37,270) Weighted average shares outstanding, basic and diluted 8,218,085 6,523,285 8,208,043 6,444,901 Basic and diluted net loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.01)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2020
FAIR VALUE MEASUREMENTS
Summary of assets that are measured at fair value on a recurring basis	September 30, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 277,272,759 $ 276,261,596

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Sep. 17, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2020
Purchase price				$ 1.50
Proceeds from sale of Units, net of underwriting discounts paid			$ 269,500,000
Proceeds from sale of Private Placement Warrants			7,500,000
Deferred underwriting fee payable			9,625,000
Investment of cash in Trust Account			$ 275,000,000
Threshold net tangible assets for entity to proceed with Business Combination				$ 5,000,001
Threshold period for redemption of the Public Shares				10 days
Maximum interest to pay dissolution expenses				$ 100,000
Redemption rights or liquidating distributions				0
Initial Public Offering
Number of units issued	27,500,000	27,500,000
Purchase price	$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 275,000,000
Transaction costs	15,613,880
Underwriting fees	5,500,000
Deferred underwriting fee payable	9,625,000
Other offering costs	488,880
Cash held outside of the Trust Account				$ 889,548
Investment of cash in Trust Account	$ 275,000,000
Over-allotment option
Number of units issued	2,500,000
Purchase price	$ 10
Underwriting fees	$ 5,500,000
Deferred underwriting fee payable	$ 9,625,000
Warrants | Private Placement
Purchase price	$ 1.50
Warrants to purchase shares of common stock	5,000,000
Proceeds from sale of Private Placement Warrants	$ 7,500,000
Redemption rights or liquidating distributions	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Common Share (Details) - USD ($)		1 Months Ended	3 Months Ended				4 Months Ended	9 Months Ended
		Jun. 30, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2020
Reconciliation of Net Loss Per Common Share
Net (loss) income		$ (1,000)	$ (100,155)	$ (5,982)	$ 572,071	$ 99,139	$ 98,139	$ 465,934
Less: Income attributable to common stock subject to possible redemption			(10,013)			(135,409)	(135,409)	(700,885)
Adjusted net loss available to common shares			$ (110,168)			$ (36,270)	$ (37,270)	$ (234,951)
Weighted average shares outstanding, basic and diluted	[1]		8,218,085			6,523,285	6,444,901	8,208,043
Basic and diluted net loss per share	[2]		$ (0.01)			$ (0.01)	$ (0.01)	$ (0.03)
[1]	Excludes an aggregate of 26,141,235 and 26,187,385 shares subject to possible redemption September 30, 2020 and 2019, respectively.
[2]	Net loss per common share - basic and diluted excludes interest income of $10,013 and $700,885 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020 and $135,409 for the three months ended September 30, 2019 and for the period from May 24, 2019 (inception) through September 30, 2019, respectively.

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	9 Months Ended
	Sep. 30, 2020USD ($)shares
INCOME TAX
Unrecognized tax benefits	$ 0
Amounts accrued for interest and penalties	$ 0
Net Loss Per Common Share
Exclusion of shares in calculation of diluted loss per share | shares	14,166,667
Concentrations of Credit Risk	$ 250,000

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Sep. 17, 2019	Sep. 30, 2019	Sep. 30, 2020
Price per unit			$ 1.50
Initial Public Offering
Number of units issued	27,500,000	27,500,000
Price per unit	$ 10
Number of common stock in each unit	1
Number of redeemable warrant in each unit	0.33
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Number of units issued	2,500,000
Price per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Sep. 17, 2019	Sep. 30, 2019	Sep. 30, 2020
Purchase price			$ 1.50
Proceeds from sale of Private Placement Warrants		$ 7,500,000
Redemption rights or liquidating distributions			$ 0
Warrants | Private Placement
Warrants to purchase shares of common stock	5,000,000
Purchase price	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 7,500,000
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Redemption rights or liquidating distributions	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	1 Months Ended		3 Months Ended			9 Months Ended
	Jun. 30, 2019USD ($)	May 31, 2019USD ($)shares	Sep. 30, 2020USD ($)$ / shares	Jun. 30, 2020USD ($)	Mar. 31, 2020USD ($)	Sep. 30, 2020USD ($)$ / sharesshares	May 24, 2019USD ($)
RELATED PARTY TRANSACTIONS
Issuance of common stock (in shares) | shares		7,187,500
Issuance of common stock | $	$ 25,000	$ 25,000	$ 100,161	$ 5,975	$ (572,071)
Conversion of stock, ratio		1
Number of shares subject to forfeiture | shares						937,500
Number of founder Shares forfeited | shares						312,500
Number of founder Shares no longer subject to forfeiture | shares						625,000
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination						180 days
Maximum borrowing under the note to cover expenses related to the Initial Public Offering | $							$ 300,000
Outstanding borrowings under the Promissory Note | $			231,366			$ 231,366
Working capital loans that may be convertible into warrants | $			$ 1,500,000			$ 1,500,000
Price per unit | $ / shares			$ 1.50			$ 1.50

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Sep. 17, 2019	Sep. 30, 2019	Sep. 30, 2020
Purchase price			$ 1.50
Deferred fee		$ 9,625,000
Over-allotment option
Term for underwriters to purchase units to cover overallotments	45 days
Maximum number of shares that may be issued to underwriters	3,750,000
Number of units issued	2,500,000
Purchase price	$ 10
Forfeiture of option to exercise the remaining units	1,250,000
Cash underwriting discount per unit	$ 0.20
Cash underwriting discount	$ 5,500,000
Deferred fee per unit	$ 0.35
Deferred fee	$ 9,625,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
STOCKHOLDERS' EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock (Details)	1 Months Ended	9 Months Ended
	May 31, 2019	Sep. 30, 2020Vote$ / sharesshares	Dec. 31, 2019$ / sharesshares
Class of Stock
Common stock subject to possible redemption, shares at redemption value		26,141,235	26,187,385
Conversion of stock, ratio	1
Class A Common stock
Class of Stock
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Number of votes per share | Vote		1
Common stock, shares issued		1,358,765	1,319,073
Common stock, shares outstanding		1,358,765	1,319,073
Common stock subject to possible redemption, shares at redemption value		26,141,235	26,180,927
Class B Common stock
Class of Stock
Common stock, shares authorized		10,000,000	10,000,000
Common stock, par value | $ / shares		$ 0.0001	$ 0.0001
Number of votes per share | Vote		1
Common stock, shares issued		6,875,000	6,875,000
Common stock, shares outstanding		6,875,000	6,875,000
Conversion of stock, ratio		1

STOCKHOLDERS' EQUITY - Warrants

STOCKHOLDERS' EQUITY - Warrants (Details)	9 Months Ended
	Sep. 30, 2020shares
Fractional warrants issued	0
Warrants exercisable based on number of days after the completion of a Business Combination	30 days
Warrants exercisable based on number of months from the closing of the Initial Public Offering	12 months
Warrants expiration term	5 years
Minimum
Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act	15 days
Maximum
Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act	60 days

STOCKHOLDERS' EQUITY - Redempti

STOCKHOLDERS' EQUITY - Redemption of Warrants (Details)	9 Months Ended
	Sep. 30, 2020USD ($)$ / shares
Class of Stock
Price per warrant for redemption	$ 0.01
Period of prior written notice for redemption of warrant for cash	30 days
Period of prior written notice for redemption of warrant for shares	30 days
Minimum stock price for redemption of warrant for cash	$ 18
Minimum stock price for redemption of warrant for shares	$ 10
Number of trading days within a 30-trading day period when the common stock equals or exceeds $18.00 per share | $	30
Number of consecutive trading days where in any 20 days the common stock equals or exceeds $18.00 per share | $	20
Purchase price	$ 1.50
Adjustment percentage on the exercise price of the warrants	115.00%
Adjustment percentage on the newly issued price	180.00%
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination	180 days
Class A Common stock
Class of Stock
Purchase price	$ 9.20
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Measured on a recurring basis | Level 1
Assets:
Marketable securities held in Trust Account	$ 277,272,759	$ 276,261,596