Document and Entity Information
Document and Entity Information - USD ($) | 7 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Entity Registrant Name | New Providence Acquisition Corp. | ||
Entity Central Index Key | 0001780312 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 227,010,000 | ||
Entity File Number | 001-39040 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE | ||
Class A Common stock | |||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Class B Common stock | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2019USD ($) |
Current assets | |
Cash | $ 493,128 |
Prepaid expenses | 131,226 |
Total Current Assets | 624,354 |
Marketable securities held in Trust Account | 231,214,831 |
Total Assets | 231,839,185 |
Current liabilities | |
Accounts payable and accrued expenses | 240,138 |
Income taxes payable | 25,684 |
Total Current Liabilities | 265,822 |
Deferred tax liability | 3,611 |
Deferred underwriting fee payable | 8,050,000 |
Total Liabilities | 8,319,433 |
Commitments | |
Class A common stock subject to possible redemption, 21,746,363 shares at redemption value | 218,519,748 |
Stockholders' Equity | |
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | |
Additional paid-in capital | 4,343,625 |
Retained earnings | 655,679 |
Total Stockholders' Equity | 5,000,004 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 231,839,185 |
Class A Common stock | |
Stockholders' Equity | |
Common stock, Value | 125 |
Total Stockholders' Equity | 125 |
Class B Common stock | |
Stockholders' Equity | |
Common stock, Value | 575 |
Total Stockholders' Equity | $ 575 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2019$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common stock subject to possible redemption | 21,746,363 |
Class A Common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 1,253,637 |
Common stock, shares outstanding | 1,253,637 |
Common stock subject to possible redemption | 21,746,363 |
Class B Common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statements of Operations
Statements of Operations | 7 Months Ended | |
Dec. 31, 2019USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Operating and formation costs | $ 384,857 | |
Loss from operations | (384,857) | |
Other income: | ||
Interest income | 1,197,637 | |
Unrealized gain on marketable securities held in Trust Account | 17,194 | |
Other income | 1,214,831 | |
Income before provision for income taxes | 829,974 | |
Provision for income taxes | (174,295) | |
Net income | $ 655,679 | |
Weighted average shares outstanding, basic and diluted | shares | 6,075,732 | [1] |
Basic and diluted net loss per common share | $ / shares | $ (0.04) | [2] |
[1] | Excludes an aggregate of 21,746,363 shares subject to possible redemption at December 31, 2019. | |
[2] | Net loss per common share - basic and diluted excludes income of $915,613 attributable to common stock subject to possible redemption for the period from May 28, 2019 (inception) through December 31, 2019. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) | 7 Months Ended |
Dec. 31, 2019USD ($)shares | |
Income Statement [Abstract] | |
Common stock subject to possible redemption | shares | 21,746,363 |
Income attributable to common stock subject to redemption | $ | $ 915,613 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Unaudited) - 7 months ended Dec. 31, 2019 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Retained Earnings | Total |
Balance at May. 27, 2019 | |||||
Balance, shares at May. 27, 2019 | |||||
Class B common stock issued to the Sponsor | $ 575 | 24,425 | 25,000 | ||
Class B common stock issued to the Sponsor, shares | 5,750,000 | ||||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses | $ 2,300 | 216,736,773 | $ 216,739,073 | ||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses, shares | 23,000,000 | 23,000,000 | |||
Sale of 6,100,000 Private Placement Warrants | 6,100,000 | $ 6,100,000 | |||
Common stock subject to possible redemption | $ (2,175) | (218,517,573) | (218,519,748) | ||
Common stock subject to possible redemption, shares | (21,746,363) | ||||
Net income | 655,679 | 655,679 | |||
Balances at Dec. 31, 2019 | $ 125 | $ 575 | $ 4,343,625 | $ 655,679 | $ 5,000,004 |
Balance, shares at Dec. 31, 2019 | 1,253,637 | 5,750,000 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parenthetical) | 7 Months Ended |
Dec. 31, 2019USD ($)shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of underwriting discount | shares | 23,000,000 |
Sale of private placement warrants | $ | $ 6,100,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 655,679 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (1,197,637) |
Unrealized gain on marketable securities held in Trust Account | (17,194) |
Deferred tax provision | 3,611 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (131,226) |
Accounts payable and accrued expenses | 240,138 |
Income tax payable | 25,684 |
Net cash used in operating activities | (420,945) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 6,100,000 |
Advances from Sponsor | 600,000 |
Payment of advances from Sponsor | (600,000) |
Proceeds from promissory note - related party | 155,093 |
Repayment of promissory note - related party | (155,093) |
Payment of offering costs | (585,927) |
Net cash provided by financing activities | 230,914,073 |
Net Change in Cash | 493,128 |
Cash - Beginning of period | |
Cash - End of period | 493,128 |
Non-Cash investing and financing activities: | |
Initial classification of common stock subject to redemption | 217,862,910 |
Change in value of common stock subject to redemption | 656,838 |
Deferred offering costs paid directly by Sponsor from proceeds from issuance of common stock | 25,000 |
Deferred offering fee payable | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations New Providence Acquisition Corp. (the "Company") is a blank check company incorporated in Delaware on May 28, 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"). 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 December 31, 2019, the Company had not commenced any operations. All activity for the period from May 28, 2019 (inception) through December 31, 2019 relates to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below, and, after the Initial Public Offering, 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 will generate 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 10, 2019. On September 13, 2019, the Company consummated the Initial Public Offering of 20,000,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares"), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to New Providence Management LLC, a Delaware limited liability company (the "Sponsor"), generating gross proceeds of $5,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on September 13, 2019, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the "Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 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 of 1940, as amended (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 to the Company's stockholders, as described below. On September 19, 2019, in connection with the underwriters' election to fully exercise their over-allotment option, the Company consummated the sale of an additional 3,000,000 Units at $10.00 per Unit and the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total gross proceeds of $30,600,000. Following the closing, an additional $30,000,000 of net proceeds was deposited into the Trust Account, resulting in $230,000,000 held in the Trust Account. Transaction costs incurred in connection with the Initial Public Offering amounted to $13,260,927, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $610,927 of other offering costs. As of December 31, 2019, cash of $493,128 was held outside of the Trust Account and was available for working capital purposes. 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 an initial Business Combination having 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) at the time of the agreement to enter into the initial 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 of 1940, as amended (the "Investment Company Act"). The Company will provide its 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share), plus any pro rata interest 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 stockholders who redeem their 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 only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required 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 Securities and Exchange Commission ("SEC") and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased by it 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, regardless of whether they vote for or against a Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's 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 seeking redemption rights with respect to 15% or more of the Public Shares, without the Company's prior written consent. 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 will have until March 31, 2021 (the "Combination Period") to consummate a Business Combination. If the Company is unable to complete a Business Combination in 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 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased by it during or after the Initial Public Offering if the Company fails to complete its Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission 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 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). The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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"). 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 (except the Company's independent registered accounting firm), 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 | 7 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. 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 the financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 December 31, 2019. Cash and marketable securities held in Trust Account At December 31, 2019, substantially all of the assets held in the Trust Account were substantially held 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,600,000 shares of common stock. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Reconciliation of net loss per common share The Company's net 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 2019 through 2019 Net income $ 655,679 Less: Income attributable to common stock subject to possible redemption (915,613 ) Adjusted net loss $ (259,934 ) Weighted average shares outstanding, basic and diluted 6,075,732 Basic and diluted net loss per common share $ (0.04 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Dec. 31, 2019 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant ("Public Warrant"). On September 19, 2019, in connection with the underwriters' exercise of the over-allotment option in full, the Company sold an additional 3,000,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 7 Months Ended |
Dec. 31, 2019 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,500,000. On September 19, 2019, in connection with the underwriters' exercise of the over-allotment option in full, the Company sold an additional 600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. 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, certain of 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. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2019, the Sponsor purchased 3,593,750 shares of Class B common stock (the "Founder Shares") for an aggregate purchase price of $25,000. On August 23, 2019, the Company effected a stock split resulting in an increase on the total number of shares of Class B common stock outstanding from 3,593,750 to 5,750,000 shares. Subsequent to such stock split, in August 2019, the Sponsor transferred 10,000 Founder Shares to each of Mr. Bradley, the Company's Chief Financial Officer and, and Messrs. Gannon, Ginsberg and Mazer, the Company's independent directors. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters' election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture. 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 Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 20, 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 is non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. At September 30, 2019, the outstanding balance under the Promissory Note in the aggregate amount of $155,093 was repaid. Due to Sponsor The Sponsor advanced $600,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants upon the underwriters' exercise of the over-allotment option. In connection with the underwriters' exercise of the over-allotment option in full, the Company utilized these funds to pay for underwriters' discount of $600,000 and therefore reduced the amount to due to Sponsor to zero. Administrative Support Agreement The Company entered into an agreement whereby, commencing on September 13, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support services. For the period from May 28, 2019 (inception) through December 31, 2019, the Company incurred $35,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheet. 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"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. |
Commitments
Commitments | 7 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on September 13, 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 and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company's Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of 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 underwriters of the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. Up to 40% of such amount (or $3,220,000) may be paid at the sole discretion of the Company's management team to the underwriters in the allocations determined by the management team and/or to third parties not participating in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 7 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholder's Equity | Note 7 — Stockholder's Equity Preferred Stock Common Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law; provided that only holders of shares of Class B common stock have the right to vote on the election of the Company's directors prior to the initial Business Combination. 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 and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). 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 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 shares of Class A common stock upon exercise of a warrant unless the 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 fifteen (15) business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th 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 a minimum of 30 days' prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 (x) the Company issues additional shares of 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 of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and 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. |
Income Tax
Income Tax | 7 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8 — Income Tax The Company's net deferred tax asset at December 31, 2019 is as follows: Deferred tax liability Unrealized gain on securities $ (3,611 ) Total deferred tax liability (3,611 ) Valuation allowance — Deferred tax liability, net of allowance $ (3,611 ) The income tax provision for the period from May 28, 2019 (inception) through December 31, 2019 consists of the following: Federal Current $ 170,684 Deferred 3,610 State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 174,294 As of December 31, 2019, the Company did not have any U.S. federal and state net operating loss carryovers ("NOLs") available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Income tax provision 21.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by various taxing authorities. The Company's tax returns since inception remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements, Nonrecurring Value Measurement [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 231,214,831 |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — 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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 7 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. |
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 the financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 December 31, 2019. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At December 31, 2019, substantially all of the assets held in the Trust Account were substantially held 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. |
Net loss per common share | Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,600,000 shares of common stock. As a result, diluted loss per common share is the same as basic loss per common share for the periods. |
Reconciliation of net loss per common share | Reconciliation of net loss per common share The Company's net 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 2019 through 2019 Net income $ 655,679 Less: Income attributable to common stock subject to possible redemption (915,613 ) Adjusted net loss $ (259,934 ) Weighted average shares outstanding, basic and diluted 6,075,732 Basic and diluted net loss per common share $ (0.04 ) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of financial instruments | Fair value of financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | For the period from 2019 through 2019 Net income $ 655,679 Less: Income attributable to common stock subject to possible redemption (915,613 ) Adjusted net loss $ (259,934 ) Weighted average shares outstanding, basic and diluted 6,075,732 Basic and diluted net loss per common share $ (0.04 ) |
Income Tax (Tables)
Income Tax (Tables) | 7 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax asset | Deferred tax liability Unrealized gain on securities $ (3,611 ) Total deferred tax liability (3,611 ) Valuation allowance — Deferred tax liability, net of allowance $ (3,611 ) |
Schedule of income tax provision | Federal Current $ 170,684 Deferred 3,610 State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 174,294 |
Schedule of federal income tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Income tax provision 21.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements, Nonrecurring Value Measurement [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 231,214,831 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Sep. 13, 2019 | Sep. 19, 2019 | Dec. 31, 2019 |
Description of Organization and Business Operations (Textual) | |||
Business combination fair value market percentage | 80.00% | ||
Business combination percentage of voting securities | 50.00% | ||
Description of organization and business operations | The Investment Company Act, with a maturity of 185 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 of 1940, as amended (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 to the Company's stockholders, as described below. | ||
Redeem shares | $ 10 | ||
Net tangible assets | $ 5,000,001 | ||
Seeking redemption rights percentage | 15.00% | ||
Description of consummate business combination | (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 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | ||
Remaining available for distribution | $ 10 | ||
Description of prospective target business | (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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”). | ||
Working capital purposes | $ 493,128 | ||
Gross proceeds | $ (585,927) | ||
Warrant price | $ 1 | $ 1 | |
Amount of net proceeds | $ 30,000,000 | ||
Investment of cash in Trust Account | 230,000,000 | ||
Business combination of transaction costs | 13,260,927 | ||
Underwriting fees | 4,600,000 | ||
Deferred underwriting fees | 8,050,000 | ||
Other offering costs | $ 610,927 | ||
Percentage of business combination redeemed shares | 100.00% | ||
IPO [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Ability to commence operations contingent | $ 200,000,000 | ||
Shares issued price per share | $ 10 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Shares issued price per share | $ 10 | $ 1 | |
Sale of warrants | $ 3,000,000 | $ 5,500,000 | |
Sale of price per unit | 1 | ||
Gross proceeds | $ 30,600,000 | $ 5,500,000 | |
Aggregate of purchase shares underwriters' option | 600,000 | ||
Warrant price | $ 1 | ||
Class A common stock [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Shares issued price per share | $ 10 | ||
Sale of warrants | $ 20,000,000 | ||
Gross proceeds | $ 200,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 7 Months Ended | |
Dec. 31, 2019USD ($)$ / sharesshares | ||
Accounting Policies [Abstract] | ||
Net income | $ 655,679 | |
Less: Income attributable to common stock subject to possible redemption | (915,613) | |
Adjusted net loss | $ (259,934) | |
Weighted average shares outstanding, basic and diluted | shares | 6,075,732 | [1] |
Basic and diluted net loss per common share | $ / shares | $ (0.04) | [2] |
[1] | Excludes an aggregate of 21,746,363 shares subject to possible redemption at December 31, 2019. | |
[2] | Net loss per common share - basic and diluted excludes income of $915,613 attributable to common stock subject to possible redemption for the period from May 28, 2019 (inception) through December 31, 2019. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 7 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Summary of Significant Accounting Policies (Textual) | |
Diluted loss per common share | $ / shares | $ 17,600,000 |
Federal depository insurance coverage expense | $ | $ 250,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 7 Months Ended |
Sep. 19, 2019 | Dec. 31, 2019 | |
Exercise price | $ 1 | $ 1 |
Initial Public Offering, description | The Company issues additional shares of 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 of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Class A common stock [Member] | Public Warrant [Member] | ||
Sale of units | 3,000,000 | |
Sale price per unit | $ 10 | |
Exercise price | $ 11.5 | |
Initial Public Offering [Member] | ||
Sale of units | 20,000,000 | |
Purchase price per unit | $ 10 | |
Initial Public Offering, description | Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). |
Private Placement (Details)
Private Placement (Details) - $ / shares | 1 Months Ended | 7 Months Ended |
Sep. 19, 2019 | Dec. 31, 2019 | |
Private Placement (Textual) | ||
Aggregate of purchase shares | 5,500,000 | |
Warrant price | $ 1 | $ 1 |
Class A common stock [Member] | ||
Private Placement (Textual) | ||
Exercise price | $ 11.50 | |
Private Placement [Member] | ||
Private Placement (Textual) | ||
Aggregate of purchase shares | 5,500,000 | |
Aggregate of purchase shares underwriters' option | 600,000 | |
Warrant price | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 13, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Jun. 20, 2019 | Dec. 31, 2019 | Aug. 23, 2019 |
Related party transactions (Textual) | |||||||
Aggregate purchased shares | 23,000,000 | ||||||
Aggregate purchase price | $ 216,739,073 | ||||||
Shareholders ownership, percentage | 20.00% | ||||||
Aggregate of shares forfeiture over-allotment option | 750,000 | ||||||
Stock splits, description | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Related party loans, description | Up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. | ||||||
Advances from Sponsor | $ 600,000 | ||||||
Payment of advances from Sponsor | (600,000) | ||||||
Sponsor [Member] | |||||||
Related party transactions (Textual) | |||||||
Sponsor amount | $ 10,000 | ||||||
Services fees | $ 35,000 | ||||||
Promissory Note [Member] | |||||||
Related party transactions (Textual) | |||||||
Aggregate unsecured promissory note amount | $ 300,000 | ||||||
Repaid aggregate amount | 155,093 | ||||||
Class B common stock [Member] | |||||||
Related party transactions (Textual) | |||||||
Aggregate purchased shares | |||||||
Aggregate purchase price | |||||||
Founder Shares issued | 5,750,000 | ||||||
Class B common stock [Member] | Minimum [Member] | |||||||
Related party transactions (Textual) | |||||||
Total number of shares outstanding | 3,593,750 | ||||||
Class B common stock [Member] | Maximum [Member] | |||||||
Related party transactions (Textual) | |||||||
Total number of shares outstanding | 5,750,000 | ||||||
Founder Shares [Member] | |||||||
Related party transactions (Textual) | |||||||
Sponsor founder shares | 10,000 | ||||||
Underwriters election exercise over-allotment option | 750,000 | ||||||
Founder Shares [Member] | Class B common stock [Member] | |||||||
Related party transactions (Textual) | |||||||
Aggregate purchased shares | 3,593,750 | ||||||
Aggregate purchase price | $ 25,000 | ||||||
Founder Shares issued | 5,750,000 |
Commitments (Details)
Commitments (Details) | 7 Months Ended |
Dec. 31, 2019 | |
Commitments (Textual) | |
Percentage of business combination | 40.00% |
Underwriters agreement, description | The underwriters of the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. Up to 40% of such amount (or $3,220,000) may be paid at the sole discretion of the Company's management team to the underwriters in the allocations determined by the management team and/or to third parties not participating in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | 7 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Stockholder's Equity (Textuals) | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Shareholders ownership, percentage | 20.00% |
Private placement warrants, description | 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 a minimum of 30 days' prior written notice of redemption; and • if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Founder shares, description | The Company issues additional shares of 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 of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Common stock subject to possible redemption | 21,746,363 |
Class A common stock [Member] | |
Stockholder's Equity (Textuals) | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 1,253,637 |
Common stock, shares outstanding | 1,253,637 |
Common stock subject to possible redemption | 21,746,363 |
Class B common stock [Member] | |
Stockholder's Equity (Textuals) | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2019USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 231,214,831 |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 1 |
Income Tax (Details)
Income Tax (Details) | 7 Months Ended |
Dec. 31, 2019USD ($) | |
Deferred tax liability | |
Unrealized gain on securities | $ (3,611) |
Total deferred tax liability | (3,611) |
Valuation allowance | |
Deferred tax liability, net of allowance | $ (3,611) |
Income Tax (Details 1)
Income Tax (Details 1) | 7 Months Ended |
Dec. 31, 2019USD ($) | |
Federal | |
Current | $ 170,684 |
Deferred | 3,610 |
State | |
Current | |
Deferred | |
Change in valuation allowance | |
Income tax provision | $ 174,294 |
Income Tax (Details 2)
Income Tax (Details 2) | 7 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Income tax provision | 21.00% |