Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Juniper Industrial Holdings, Inc. | |
Entity Central Index Key | 0001787791 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Country | JE | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | JIH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Capital Units Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | JIH.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.5 | |
Trading Symbol | JIH WS | |
Security Exchange Name | NYSE |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 2,006,387 | $ 2,456,150 |
Prepaid expenses | 156,042 | 275,686 |
Total current assets | 2,162,429 | 2,731,836 |
Cash and marketable securities held in Trust Account | 347,595,310 | 345,714,541 |
Total assets | 349,757,739 | 348,446,377 |
Current liabilities: | ||
Accounts payable | 21,093 | 75,406 |
Accrued expenses | 1,293,200 | 166,318 |
Accrued expenses - related party | 0 | 20,000 |
Franchise tax payable | 96,536 | 77,310 |
Income tax payable | 469,585 | 128,824 |
Total current liabilities | 1,880,414 | 467,858 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Total liabilities | 13,955,414 | 12,542,858 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 32,882,934 and 33,024,303 shares subject to possible redemption at $10.06 and $10.02 per share at September 30, 2020 and December 31, 2019, respectively | 330,802,316 | 330,903,516 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 4,789,979 | 4,677,369 |
Retained earnings | 209,005 | 321,623 |
Total stockholders' equity | 5,000,009 | 5,000,003 |
Total Liabilities and Stockholders' Equity | 349,757,739 | 348,446,377 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Ordinary shares value | 162 | 148 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Ordinary shares value | $ 863 | $ 863 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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 [Member] | ||
Temporary Equity Par Value | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 32,882,934 | 33,024,303 |
Temporary Equity Redemption Price Per Share | $ 10.06 | $ 10.02 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 1,617,066 | 1,475,697 |
Common Stock, Shares, Outstanding | 1,617,066 | 1,475,697 |
Class B Common Stock [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | ||
General and administrative expenses | $ 1,179 | $ 1,133,520 | $ 1,495,487 | |
Franchise tax expense | 50,000 | 150,050 | ||
Loss from operations | (1,179) | (1,183,520) | (1,645,537) | |
Other income: | ||||
Interest income in operating account | 58 | 1,343 | ||
Interest earned on marketable securities held in Trust Account | 101,336 | 2,139,402 | ||
Unrealized gain on marketable securities held in Trust Account | 780 | 780 | ||
(Loss) Income before income tax expense | (1,179) | (1,081,346) | 495,988 | |
Income tax expense | (14,447) | (608,606) | ||
Net loss | $ (1,179) | $ (1,095,793) | $ (112,618) | |
Weighted average shares outstanding, basic and diluted | [1] | 7,500,000 | 10,101,853 | 10,105,017 |
Basic and diluted net loss per share | $ 0 | $ (0.11) | $ (0.14) | |
[1] | This number excludes an aggregate of up to 32,882,934 shares subject to possible redemption at September 30, 2020. |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |
Beginning balance at Aug. 11, 2019 | ||||||
Issuance of Class B common stock to Sponsor ("Founder Shares") | [1] | 25,000 | $ 863 | 24,137 | ||
Issuance of Class B common stock to Sponsor ("Founder Shares"), Shares | [1] | 8,625,000 | ||||
Net income (loss) | (1,179) | (1,179) | ||||
Ending balance at Sep. 30, 2019 | 23,821 | $ 863 | 24,137 | (1,179) | ||
Ending balance, Shares at Sep. 30, 2019 | 8,625,000 | |||||
Beginning balance at Dec. 31, 2019 | 5,000,003 | $ 148 | $ 863 | 4,677,369 | 321,623 | |
Beginning balance, Shares at Dec. 31, 2019 | 1,475,697 | 8,625,000 | ||||
Additional offering costs | 11,424 | 11,424 | ||||
Class A common stock subject to possible redemption | (1,201,822) | $ 1 | (1,201,823) | |||
Class A common stock subject to possible redemption, Shares | 11,844 | |||||
Net income (loss) | 1,190,400 | 1,190,400 | ||||
Ending balance at Mar. 31, 2020 | 5,000,005 | $ 149 | $ 863 | 3,486,970 | 1,512,023 | |
Ending balance, Shares at Mar. 31, 2020 | 1,487,541 | 8,625,000 | ||||
Beginning balance at Dec. 31, 2019 | 5,000,003 | $ 148 | $ 863 | 4,677,369 | 321,623 | |
Beginning balance, Shares at Dec. 31, 2019 | 1,475,697 | 8,625,000 | ||||
Net income (loss) | (112,618) | |||||
Ending balance at Sep. 30, 2020 | 5,000,009 | $ 162 | $ 863 | 4,789,979 | 209,005 | |
Ending balance, Shares at Sep. 30, 2020 | 1,617,066 | 8,625,000 | ||||
Beginning balance at Mar. 31, 2020 | 5,000,005 | $ 149 | $ 863 | 3,486,970 | 1,512,023 | |
Beginning balance, Shares at Mar. 31, 2020 | 1,487,541 | 8,625,000 | ||||
Class A common stock subject to possible redemption | 207,223 | $ (1) | $ 0 | 207,224 | ||
Class A common stock subject to possible redemption, Shares | (12,229) | 0 | ||||
Net income (loss) | (207,225) | $ 0 | (207,225) | |||
Ending balance at Jun. 30, 2020 | 5,000,003 | $ 148 | $ 863 | 3,694,194 | 1,304,798 | |
Ending balance, Shares at Jun. 30, 2020 | 1,475,312 | 8,625,000 | ||||
Class A common stock subject to possible redemption | 1,095,799 | $ 14 | 1,095,785 | |||
Class A common stock subject to possible redemption, Shares | 141,754 | |||||
Net income (loss) | (1,095,793) | (1,095,793) | ||||
Ending balance at Sep. 30, 2020 | $ 5,000,009 | $ 162 | $ 863 | $ 4,789,979 | $ 209,005 | |
Ending balance, Shares at Sep. 30, 2020 | 1,617,066 | 8,625,000 | ||||
[1] | This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders' Equity (Parenthetical) - shares | Oct. 10, 2019 | Sep. 30, 2020 |
Common Class B [Member] | ||
Number Of Shares Agreed For Forfeiture | 1,125,000 | 1,125,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,179) | $ (112,618) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust | (2,139,402) | |
Unrealized gain on marketable securities held in Trust Account | (780) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 119,644 | |
Accounts payable | 1,179 | (42,889) |
Accrued expenses | 1,126,882 | |
Accrued expenses - related party | (20,000) | |
Franchise tax payable | 19,226 | |
Income tax payable | 340,761 | |
Net cash used in operating activities | (709,176) | |
Cash Flows from Investing Activities | ||
Withdrawal from Trust Account for income and franchise taxes | 259,413 | |
Net cash provided by investing activities | 259,413 | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds received from note payable to related party | 52,250 | 97,000 |
Payment of offering costs | (52,250) | |
Net cash provided by financing activities | 25,000 | |
Net change in cash | 25,000 | (449,763) |
Cash - beginning of the period | 2,456,150 | |
Cash - end of the period | 25,000 | 2,006,387 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 121,581 | 267,845 |
Supplemental disclosure of noncash activities: | ||
Deferred offering costs included in accrued expenses | 305,636 | |
Deferred offering costs included in accounts payable | $ 23,250 | |
Common Class A [Member] | ||
Supplemental disclosure of noncash activities: | ||
Change in value of Class A ordinary shares subject to possible redemption | $ (101,200) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Juniper Industrial Holdings, Inc. (the “Company”) was incorporated in Delaware on August 12, 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, sector or geographical location for purposes of consummating a Business Combination, the Company intends to focus its search for a target business in the industrial sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the three and nine months ended September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. 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 The Company’s sponsor is Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2019. The Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.00 million, and incurring offering costs of approximately $19.58 million, inclusive of approximately $12.08 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,150,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $10.15 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.00 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only 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 money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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 Private Placement Warrants, although all of the remaining net proceeds of the Initial Public Offering and certain of the proceeds of the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) excluding the amount of any deferred underwriting discount held in trust and taxes on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share Notwithstanding the foregoing, the 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 and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide holders of our Class A common stock the right to have their shares redeemed or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or with respect to any other provisions relating to the rights of holders of Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 13, 2021 (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 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 should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds 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 due to reductions in the value of the trust assets as of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, Targets 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. Liquidity and Capital Resources As indicated in the accompanying condensed financial statements, at September 30, 2020, the Company had approximately $2.0 million in cash, and working capital of approximately $0.8 million (not taking into account franchise and income tax obligations), and approximately $2.6 million of interest available to pay for its taxes, after $0.3 million was withdrawn during the nine months ended September 30, 2020. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founders Shares (as defined in Note 4), and loans from the Sponsor of approximately $97,000. The loan was repaid in full on November 15, 2019. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds received from the consummation of the Initial Public Offering and the Private Placement. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report filed by the Company with the SEC on March 30, 2020. 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 limit of $250,000. At September 30, 2020 and December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements, primarily due to their short in nature. 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 . 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 conforming events. Accordingly, the actual results could differ 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. Cash and marketable securities held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the nine months ended September 30, 2020, the Company withdrew $0.3 million from the Trust Account for the payment of income and franchise tax. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 32,882,934 and 33,024,303 shares of Class A common stock subject to possible redemption, respectively, is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Loss Per Share of Common Stock The Company applies the two-class Reconciliation of net loss per share of common stock The Company’s net (loss) income is adjusted for the portion of income (loss) that is attributable to common stock subject to 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 share of common stock is calculated as follows: For the Three Months Ended For the Nine Months Ended For the Period from August 12, 2019 (Inception) through September 30, 2019 Net (loss) income $ (1,095,793 ) $ (112,618 ) $ (1,179 ) Less: Income attributable to common stock subject to possible redemption (35,902 ) (1,316,732 ) — Adjusted net loss $ (1,131,695 ) $ (1,429,350 ) $ (1,179 ) Weighted average common stock outstanding, basic and diluted 10,101,853 10,105,017 7,500,000 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.14 ) $ (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. As of September 30, 2020 and December 31, 2019, the Company has a deferred tax asset of approximately $490,000 and $34,000, respectively, which has a full valuation allowance recorded against it. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest earned on marketable securities held in the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. Recent Accounting Standards The Company’s management does not believe that there are any recently issued, but not yet effective, accounting standards, if currently adopted, that would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On November 13, 2019, the Company sold 34,500,000 Units, including 4,500,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $345.00 million, and incurring offering costs of approximately $19.58 million, inclusive of approximately $12.08 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On August 29, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate price of $25,000. On October 10, 2019, the Sponsor transferred 35,000 Founder Shares to each of the Company’s independent directors. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on November 13, 2019; thus, the Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) 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 Private Placement Warrants On November 13, 2019, the Company sold 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10.15 million. Each Private Placement Warrant is exercisable for 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 was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 29, 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 “Note”). This loan is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the 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 is not consummated, 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no Working Capital Loans outstanding. Administrative Services Agreement Upon closing of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial support and administrative services. The Company incurred $30,000 and $90,000 in expenses in connection with such services and recorded in general and administrative expenses in the statement of operations for the three and nine months ended September 30, 2020, respectively. As of September 30, 2020 and December 31, 2019, the Company had $0 and $20,000, respectively, in accrued expenses for related party in connection with such services in the accompanying balance sheets. The Sponsor and the Company’s officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (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 pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.08 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. The Underwriter has agreed to reimburse the Company $315,000 for expenses under certain circumstances. The Company received such reimbursement on November 14, 2019. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Prior to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of the Certificate of Incorporation may only be amended if approved by holders representing a majority of the Class B common stock voting. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single class, with each share entitling the holder to one vote. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one as-converted Warrants Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public 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, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Public Warrants for redemption: • 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 last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants for Class A common stock: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to a table in the warrant agreement based on the redemption date and the “fair market value” the Company’s Class A common stock (the “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants); • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per 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 Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day 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 stock splits, stock dividends, recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial 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 and, (i) 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, and (ii) without taking into account the transfer of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance)) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate the initial 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 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 Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share. In no event will the Company be required to net cash settle any warrant. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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. Description Level September 30, 2020 December 31, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 347,595,310 $ 345,714,541 Approximately $15,000 and $1,400 of the balance held in Trust Account was held in cash as of September 30, 2020 and December 31, 2019, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – 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 other 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 | |
Accounting Policies [Abstract] | |
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 limit of $250,000. At September 30, 2020 and December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements, primarily due to their short in nature. |
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 . 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 conforming events. Accordingly, the actual results could differ 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. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the nine months ended September 30, 2020, the Company withdrew $0.3 million from the Trust Account for the payment of income and franchise tax. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 32,882,934 and 33,024,303 shares of Class A common stock subject to possible redemption, respectively, is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company applies the two-class Reconciliation of net loss per share of common stock The Company’s net (loss) income is adjusted for the portion of income (loss) that is attributable to common stock subject to 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 share of common stock is calculated as follows: For the Three Months Ended For the Nine Months Ended For the Period from August 12, 2019 (Inception) through September 30, 2019 Net (loss) income $ (1,095,793 ) $ (112,618 ) $ (1,179 ) Less: Income attributable to common stock subject to possible redemption (35,902 ) (1,316,732 ) — Adjusted net loss $ (1,131,695 ) $ (1,429,350 ) $ (1,179 ) Weighted average common stock outstanding, basic and diluted 10,101,853 10,105,017 7,500,000 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.14 ) $ (0.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. As of September 30, 2020 and December 31, 2019, the Company has a deferred tax asset of approximately $490,000 and $34,000, respectively, which has a full valuation allowance recorded against it. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest earned on marketable securities held in the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that there are any recently issued, but not yet effective, accounting standards, if currently adopted, that 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 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of basic and diluted loss per share of common stock | The Company’s net (loss) income is adjusted for the portion of income (loss) that is attributable to common stock subject to 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 share of common stock is calculated as follows: For the Three Months Ended For the Nine Months Ended For the Period from August 12, 2019 (Inception) through September 30, 2019 Net (loss) income $ (1,095,793 ) $ (112,618 ) $ (1,179 ) Less: Income attributable to common stock subject to possible redemption (35,902 ) (1,316,732 ) — Adjusted net loss $ (1,131,695 ) $ (1,429,350 ) $ (1,179 ) Weighted average common stock outstanding, basic and diluted 10,101,853 10,105,017 7,500,000 Basic and diluted net loss per share of common stock $ (0.11 ) $ (0.14 ) $ (0.00 ) |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of company's assets that are measured at fair value on a recurring basis | Description Level September 30, 2020 December 31, 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 347,595,310 $ 345,714,541 Approximately $15,000 and $1,400 of the balance held in Trust Account was held in cash as of September 30, 2020 and December 31, 2019, respectively. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Nov. 13, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 |
Payment of stock issue costs | $ 52,250 | |||
Redemption price per share | $ 10 | |||
Minimum tangible assets for business combination | $ 5,000,001 | |||
Interest to pay dissolution expenses | 100,000 | |||
Cash | 25,000 | 2,456,150 | $ 2,006,387 | |
Working capital | 800,000 | |||
Interest available to pay taxes | 2,600,000 | |||
Proceeds from sale of founder shares | 25,000 | |||
Loan from related party | $ 52,250 | 97,000 | ||
Withdrawn from Trust Account | $ 300,000 | |||
Private Placement Warrants [Member] | ||||
Number of warrants issued | 10,150,000 | |||
Issue price of warrants | $ 1 | |||
Proceeds from Issuance of Warrants | $ 10,150,000 | |||
IPO [Member] | ||||
Number of shares issued | 34,500,000 | |||
Stock issue price | $ 10 | |||
Proceeds from issue of stock | $ 345,000,000 | |||
Payment of stock issue costs | 19,580,000 | |||
Payment of deferred underwriting commissions | $ 12,080,000 | |||
IPO [Member] | Private Placement Warrants [Member] | ||||
Assets held in trust | $ 345,000,000 | |||
Over-Allotment Option [Member] | ||||
Number of shares issued | 4,500,000 | |||
Class A Common Stock [Member] | ||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Dec. 31, 2019 | |
Concentrations of credit risk federal depository insurance coverage limit | $ 250,000 | $ 250,000 | $ 250,000 | ||
Effective tax rate | 1.30% | 122.70% | |||
Refund percent of minimum tax credits | 50.00% | 30.00% | |||
Deferred tax assets | $ 490,000 | $ 490,000 | 34,000 | ||
Cash equivalents at carrying value | $ 0 | 0 | $ 0 | ||
Withdrawn from Trust Account | $ 300,000 | ||||
Warrant [Member] | |||||
Antidilutive securities | 27,400,000 | ||||
Common Stock Subject to Mandatory Redemption [Member] | |||||
Common stock subject to possible redemption | 32,882,934 | 32,882,934 | 33,024,303 | ||
Antidilutive securities | 32,882,934 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of basic and diluted loss per share of common stock (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | ||
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | ||||||
Net (loss) income | $ (1,179) | $ (1,095,793) | $ (207,225) | $ 1,190,400 | $ (112,618) | |
Less: Income attributable to common stock subject to possible redemption | (35,902) | (1,316,732) | ||||
Adjusted net loss | $ (1,179) | $ (1,131,695) | $ (1,429,350) | |||
Weighted average common stock outstanding, basic and diluted | [1] | 7,500,000 | 10,101,853 | 10,105,017 | ||
Basic and diluted net loss per share of common stock | $ 0 | $ (0.11) | $ (0.14) | |||
[1] | This number excludes an aggregate of up to 32,882,934 shares subject to possible redemption at September 30, 2020. |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 13, 2019 | Sep. 30, 2019 |
Payment of stock issue costs | $ 52,250 | |
Warrant exercise price | $ 11.50 | |
IPO [Member] | ||
Number of shares issued | 34,500,000 | |
Stock issue price | $ 10 | |
Proceeds from issue of stock | $ 345,000,000 | |
Payment of stock issue costs | 19,580,000 | |
Payment of deferred underwriting commissions | $ 12,080,000 | |
Over-Allotment Option [Member] | ||
Number of shares issued | 4,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 13, 2019 | Oct. 10, 2019 | Aug. 29, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Exercise Price Of Warrants | $ 11.50 | |||||
Working Capital Loans Converted To Warrants | $ 1,500,000 | |||||
Due to related parties current | $ 0 | $ 0 | $ 20,000 | |||
Private Placement Warrants [Member] | ||||||
Warrants Issued During the Period | 10,150,000 | |||||
Issue price of warrants | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 10,150,000 | |||||
Exercise Price Of Warrants | $ 11.50 | $ 1 | ||||
Minimum [Member] | ||||||
Share Price | $ 12 | |||||
Sponsor [Member] | ||||||
Debt Face Amount | $ 300,000 | |||||
Notes Payable Related Parties | $ 97,000 | |||||
Sponsor [Member] | Office Rent Expense [Member] | ||||||
Related Party Transaction Expenses | 10,000 | |||||
Sponsor [Member] | General and Administrative Expense [Member] | ||||||
Related Party Transaction Expenses | $ 30,000 | $ 90,000 | ||||
Common Class B [Member] | ||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number Of Shares Agreed For Forfeiture | 1,125,000 | 1,125,000 | ||||
Threshold Percentage Of Founder Shares To Total Shares Outstanding | 20.00% | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Shares issued | 25,000 | 8,625,000 | ||||
Common Stock, Par Value | $ 0.0001 | |||||
Common Class B [Member] | Director [Member] | ||||||
Number Of Shares Transferred | 35,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Underwriting Discount Per Unit | $ / shares | $ 0.20 |
Payments For Underwriting Expense | $ 6,900,000 |
Additional Underwriting Discount Per Unit | $ / shares | $ 0.35 |
Deferred underwriting commissions noncurrent | $ 12,080,000 |
Underwriting Reimbursement Revenue | $ 315,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 |
Minimum Share Price Required For Redemption Of Warrants | $ 18 | |
Business Acquisition, Share Price | $ 9.20 | |
Percentage Of Proceeds From Share Issuances | 60.00% | |
Exercise Price Adjustment Percentage | 115.00% | |
Redemption Trigger Price Adjustment Percentage | 180.00% | |
Private Placement Warrants [Member] | ||
Warrants Redemption Price Per Share | $ 0.01 | |
Common Class A [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 1,617,066 | 1,475,697 |
Common Stock, Shares, Outstanding | 1,617,066 | 1,475,697 |
Shares subject to possible redemption | 32,882,934 | 33,024,303 |
Common Class A [Member] | IPO [Member] | ||
Common Stock, Shares, Issued | 34,500,000 | 34,500,000 |
Common Stock, Shares, Outstanding | 34,500,000 | 34,500,000 |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Minimum Share Price Required For Redemption Of Warrants | $ 18 | |
Common Class A [Member] | Public Warrants [Member] | ||
Warrants Redemption Price Per Share | 0.10 | |
Minimum Share Price Required For Redemption Of Warrants | 10 | |
Common Class B [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's assets that are measured at fair value on a recurring basis (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in Trust Account | $ 347,595,310 | $ 345,714,541 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in Trust Account | $ 15,000 | $ 1,400 |