Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Rush Street Interactive, Inc. |
Entity Central Index Key | 0001793659 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | ||
Current assets: | ||||
Cash | $ 481,610 | |||
Prepaid expenses | 390,077 | |||
Total current assets | 871,687 | |||
Investments held in Trust Account | 230,758,660 | |||
Deferred offering costs associated with the initial public offering | $ 73,356 | |||
Total assets | 231,630,347 | 73,356 | ||
Current liabilities: | ||||
Accounts payable | 39,166 | 33,440 | ||
Accrued expenses | 2,441,005 | 15,636 | ||
Franchise tax payable | 75,072 | |||
Income tax payable | 127,733 | |||
Total current liabilities | 2,682,976 | 49,076 | ||
Deferred underwriting commissions associated with initial public offering | 8,050,000 | 7,000,000 | ||
Total Liabilities | 10,732,976 | 49,076 | ||
Commitments and Contingencies | ||||
Class A common stock, $0.0001 par value; 21,589,737 and -0- shares subject to possible redemption at $10.00 per share at September 30, 2020 and December 31, 2019, respectively | 215,897,370 | |||
Stockholder's Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | 7,436,723 | 24,425 | ||
Accumulated deficit | (2,437,438) | (720) | ||
Total stockholder's equity | 5,000,001 | 24,280 | [1] | |
Total Liabilities and Stockholder's Equity | 231,630,347 | 73,356 | ||
Class A Shares [Member] | ||||
Stockholder's Equity: | ||||
Common stock, value | 141 | |||
Class B Shares [Member] | ||||
Stockholder's Equity: | ||||
Common stock, value | [1] | $ 575 | $ 575 | [2] |
[1] | As of December 31, 2019, this number included up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 25, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. | |||
[2] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class A common stock, par value | $ 0.0001 | $ 0.0001 |
Class A common stock, shares subject to possible redemption | 21,589,737 | 0 |
Class A common stock, redemption price per share | $ 10 | $ 10 |
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 Shares [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 1,410,263 | 0 |
Common stock, shares outstanding | 1,410,263 | 0 |
Class B Shares [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Class B Shares [Member] | Maximum [Member] | ||
Common stock that were subject to forfeiture | 750,000 |
Statement Of Operations
Statement Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | ||
General and administrative expenses | $ 2,350,576 | $ 720 | $ 2,917,237 | |
Franchise tax expense | 50,000 | 150,500 | ||
Loss from operations | (2,400,576) | (3,067,737) | ||
Other income: | ||||
Interest income in operating account | 16 | 91 | ||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 117,709 | 758,660 | ||
Loss before income tax expense | (2,282,851) | (2,308,986) | ||
Income tax expense | 14,222 | 127,732 | ||
Net loss | $ (2,297,073) | $ (720) | $ (2,436,718) | |
Class A Shares [Member] | ||||
Earnings per share | ||||
Weighted average shares outstanding of Class A & B common stock | 23,000,000 | 23,000,000 | ||
Basic and diluted net income per share | $ 0 | $ 0.02 | ||
Class B Shares [Member] | ||||
Earnings per share | ||||
Weighted average shares outstanding of Class A & B common stock | 5,750,000 | 5,000,000 | [1] | 5,750,000 |
Basic and diluted net income per share | $ (0.41) | $ 0 | $ (0.51) | |
[1] | This number excludes an aggregate of up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Equity - USD ($) | Total | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Class A Shares [Member]Common Stock [Member] | Class B Shares [Member]Common Stock [Member] | |
Balance at Sep. 26, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance (in shares) at Sep. 26, 2019 | 0 | |||||
Issuance of Class B common stock to Sponsor | [1] | 25,000 | 24,425 | $ 575 | ||
Issuance of Class B common stock to Sponsor, shares | [1] | 5,750,000 | ||||
Net income (loss) | (720) | (720) | ||||
Balance at Dec. 31, 2019 | [2] | 24,280 | 24,425 | (720) | $ 575 | |
Balance (in shares) at Dec. 31, 2019 | [2] | 5,750,000 | ||||
Sale of units in initial public offering, gross | 230,000,000 | 229,997,700 | $ 2,300 | |||
Sale of units in initial public offering, gross (in shares) | 23,000,000 | |||||
Additional offering costs | (13,195,348) | (13,195,348) | ||||
Sale of private placement warrants to Sponsor in private placement | 6,600,000 | 6,600,000 | ||||
Common stock subject to possible redemption | (218,680,070) | (218,677,883) | $ (2,187) | |||
Common stock subject to possible redemption (in shares) | (21,868,007) | |||||
Net income (loss) | 251,144 | 251,144 | ||||
Balance at Mar. 31, 2020 | 5,000,006 | 4,748,894 | 250,424 | $ 113 | $ 575 | |
Balance (in shares) at Mar. 31, 2020 | 1,131,993 | 5,750,000 | ||||
Balance at Dec. 31, 2019 | [2] | 24,280 | 24,425 | (720) | $ 575 | |
Balance (in shares) at Dec. 31, 2019 | [2] | 5,750,000 | ||||
Common stock subject to possible redemption | (215,897,370) | |||||
Net income (loss) | (2,436,718) | |||||
Balance at Sep. 30, 2020 | 5,000,001 | 7,436,723 | (2,437,438) | $ 141 | $ 575 | |
Balance (in shares) at Sep. 30, 2020 | 1,410,263 | 5,750,000 | ||||
Balance at Mar. 31, 2020 | 5,000,006 | 4,748,894 | 250,424 | $ 113 | $ 575 | |
Balance (in shares) at Mar. 31, 2020 | 1,131,993 | 5,750,000 | ||||
Additional offering costs | (94,843) | (94,843) | ||||
Common stock subject to possible redemption | 485,630 | 485,625 | $ 5 | |||
Common stock subject to possible redemption (in shares) | 48,563 | |||||
Net income (loss) | (390,789) | (390,789) | ||||
Balance at Jun. 30, 2020 | 5,000,004 | 5,139,676 | (140,365) | $ 118 | $ 575 | |
Balance (in shares) at Jun. 30, 2020 | 1,180,556 | 5,750,000 | ||||
Common stock subject to possible redemption | 2,297,070 | 2,297,047 | $ 23 | |||
Common stock subject to possible redemption (in shares) | 229,707 | |||||
Net income (loss) | (2,297,073) | (2,297,073) | ||||
Balance at Sep. 30, 2020 | $ 5,000,001 | $ 7,436,723 | $ (2,437,438) | $ 141 | $ 575 | |
Balance (in shares) at Sep. 30, 2020 | 1,410,263 | 5,750,000 | ||||
[1] | This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. | |||||
[2] | As of December 31, 2019, this number included up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 25, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Stockholders' Equity (Parenthetical) - shares | Dec. 31, 2019 | Nov. 30, 2019 |
Class B Shares [Member] | Maximum [Member] | ||
Common stock that were subject to forfeiture | 750,000 | 750,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (720) | $ (2,436,718) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (758,660) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (390,077) | |
Accounts payable | 720 | 32,973 |
Accrued expenses | 2,391,005 | |
Franchise tax payable | 75,072 | |
Income tax payable | 127,733 | |
Net cash used in operating activities | (958,672) | |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 24,990 | |
Repayment of note payable to related parties | (89,844) | |
Proceeds from sale of Units, gross | 230,000,000 | |
Proceeds from sale of Private Placement Warrants | 6,600,000 | |
Payment of offering costs | (5,094,864) | |
Net cash provided by financing activities | 231,440,282 | |
Net change in cash | 481,610 | |
Cash-beginning of the period | 0 | |
Cash-end of the period | 0 | 481,610 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 15,636 | 50,000 |
Offering costs included in accounts payable | 32,720 | 5,473 |
Offering costs included in note payable | 64,854 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 | |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Value of Class A common stock subject to possible redemption | $ 215,897,370 |
Statement Of Operations (Parent
Statement Of Operations (Parenthetical) - shares | Dec. 31, 2019 | Nov. 30, 2019 |
Class B Shares [Member] | Maximum [Member] | ||
Common stock that were subject to forfeiture | 750,000 | 750,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation dMY Technology Group, Inc. (the “Company”) was incorporated in Delaware on September 27, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies within the mobile application (“app”) ecosystem or consumer internet companies with enterprise valuations in the range of $500 million to $1.5 billion, though the Company’s search may span many consumer software segments worldwide. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from September 27, 2019 (inception) through December 31, 2019 relates to the Company’s formation and the proposed initial public offering described below. 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 The Company’s sponsor is dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 6,000,000 warrants (or 6,600,000 warrants if the underwriters’ over-allotment option is exercised in full) (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 that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. 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 under 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 Proposed Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) 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 amount The Certificate of Incorporation will provide 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 20% 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 to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see 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 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 the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, 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 growth companies but any This may make comparison of the Company’s financial statements with 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. | Note 1—Description of Organization, Business Operations and Basis of Presentation dMY Technology Group, Inc. (the “Company”) was incorporated in Delaware on September 27, 2019. The Company has no activity for the period from September 27, 2019 (inception) through September 30, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies within the mobile application (“app”) ecosystem or consumer internet companies with enterprise valuations in the range of $500 million to $1.5 billion, though the Company’s search may span many consumer software segments worldwide. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from September 27, 2019 (inception) through 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, the search for a prospective initial 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 The Company’s sponsor is dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 20, 2020. On February 25, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of $8.05 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 6,600,000 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 $6.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 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 at JP Morgan Chase Bank, N.A. 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 substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust) 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 1940, as amended (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 (“Class A Common Stock”), 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 The Certificate of Incorporation will provide 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 20% 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 to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2022 (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 rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see 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 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 the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not 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”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On July 27, 2020, the Company entered into a Business Combination Agreement, which was later amended on October 9, 2020, with Rush Street Interactive, LP, a Delaware limited partnership, the sellers set forth on the signature pages thereto, the Sponsor, and Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the sellers’ representative, as disclosed in a Form 8-K 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 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 final prospectus and the Form 8-K 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 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. Liquidity and Capital Resources As of September 30, 2020, the Company had approximately $482,000 in its operating bank account, a working capital deficit of approximately $1.8 million, and approximately $759,000 of interest income available in the Trust Account for the Company’s tax obligations, if any. The Company’s liquidity needs to date have been satisfied through a $25,000 contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the Note (as defined below) of approximately $90,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 19, 2020, the Company repaid the Note (as defined below) in full to the Sponsor. 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, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan. Management continues to evaluate the impact of the COVID-19 The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | 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 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. 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 during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per 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. At December 31, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB 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. Deferred tax assets were deemed immaterial as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019. 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | 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, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, and franchise and income taxes payable approximate their fair values due to the short-term nature of the instruments. 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 expenses during the reporting periods. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were 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, 21,589,737 shares of Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,100,000 of the Company’s Class A Common Stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB 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. Deferred tax assets were deemed immaterial as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Initial Public Offering | Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-half of The Company will grant the underwriters a 45-day option | Note 3—Initial Public Offering On February 25, 2020, the Company sold 23,000,000 Units, including the issuance of 3,000,000 Over-Allotment Units as a result of the underwriters’ exercise of their over-allotment option in full, at a price of $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of $8.05 million in deferred underwriting commissions. Each Unit consists of one share of Class A Common Stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-half |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On November 27, 2019, the Sponsor paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The initial stockholders have agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the offering, the Company will effect a stock dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the Proposed Public Offering in such amount as to maintain the Founder Share ownership of the Company’s stockholders prior to the Proposed Public Offering at 20.0% of the Company’s issued and outstanding common stock upon the consummation of the Proposed Public Offering. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants The Sponsor will agree to purchase an aggregate of 6,000,000 Private Placement Warrants (or 6,600,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per Private Placement Warrant ($6.0 million in the aggregate, or $6.6 million if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole 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 to the Sponsor will be added to the proceeds from the Proposed Public Offering to be 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 will be non-redeemable for The Sponsor and the Company’s officers and directors will agree, 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 November 27, 2019, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing 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 does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company will enter into an agreement that will provide that, subsequent to the closing of the Proposed Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses | Note 4—Related Party Transactions Founder Shares On November 27, 2019, the Sponsor paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 5,750,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share, (the “Founder Shares”). The initial stockholders had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will 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; 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 the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants On February 25, 2020, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating proceeds of $6.6 million. Each whole Private Placement Warrant is exercisable for one whole 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 to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors has 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 November 27, 2019, the Sponsor agreed to loan the Company an aggregate of up to $200,000 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 does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $482,000 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 borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that will provide that, subsequent to the 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, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. The Company incurred $30,000 and $70,000 in expenses in connection with such services during the three and nine months ended September 30, 2020, respectively, as reflected in the accompanying unaudited condensed statements of operations. The Sponsor, executive officers and directors, or any of their respective affiliates can be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (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 rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate (or $4.6 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. $0.35 per unit, or $7.0 million in the aggregate (or approximately $8.05 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (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 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 6—Stockholder’s Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A Common Stock at the time of the initial Business Combination on a one-for-one basis, as-converted one-for-one Preferred Stock Warrants 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (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 (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 after the day on which the Company consummates 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 of the Warrants 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, 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 so 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 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. 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. | Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A Common Stock and holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the initial Business Combination on a one-for-one as-converted one-for-one Preferred Stock Warrants 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (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 (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 after the day on which the Company consummates 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 of the Warrants 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, 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 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. 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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Investments held in Trust $ 230,758,660 $ — $ — As of September 30, 2020, the Investments held in the Trust Account were comprised of U.S. Treasury securities, maturing in December 2020 with an aggregate fair value of $230,755,840 and a cash balance of $2,820. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through January 31, 2020, which is the date on which these financial statements were issued. | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the balance sheet was available to be issued. Based upon this review, the Company determined that, except as disclosed in Note 1 regarding the amended Business Combination Agreement, there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | 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 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. | 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, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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. | |
Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, and franchise and income taxes payable approximate their fair values due to the short-term nature of the instruments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 during the reporting period. Actual results could differ from those 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 expenses during the reporting periods. 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. |
Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were 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, 21,589,737 shares of Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Net Income (Loss) Per Share of Common Stock | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per 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. At December 31, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,100,000 of the Company’s Class A Common Stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s condensed statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB 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. Deferred tax assets were deemed immaterial as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB 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. Deferred tax assets were deemed immaterial as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Investments held in Trust $ 230,758,660 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Feb. 25, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 23,000,000 | ||
Initial Public Offering, price per unit | $ 10 | ||
Initial Public Offering, gross proceeds | $ 230,000,000 | $ 230,000,000 | |
Initial Public Offering, offering costs | 13,200,000 | ||
Initial Public Offering, deferred underwriting commissions | $ 8,050,000 | $ 73,356 | |
Initial Public Offering, private placement gross proceeds | $ 6,600,000 | ||
Business Combination required completion period after Initial Public Offering | 24 months | ||
Business Combination required completion date after Initial Public Offering | Feb. 25, 2022 | ||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | $ 10 | |
Operating bank account | $ 482,000 | ||
Working capital | 1,800,000 | ||
Interest income available in the Trust Account for the Company's tax obligations | 759,000 | ||
Contribution from the Sponsor in exchange for the issuance of the Founder Shares | $ 25,000 | ||
Number of Founder Shares issued in exchange for contribution from sponsor | 90,000 | ||
Business combination required completion period after proposed public offering | 24 months | ||
Class A Shares [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, price per public share | $ 10 | $ 10 | |
Private Placement Warrant [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 6,600,000 | 6,000,000 | |
Initial Public Offering, price per unit | $ 1 | $ 1 | |
Initial Public Offering, private placement gross proceeds | $ 6,600,000 | $ 6,000,000 | |
Trust Account [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, price per unit | $ 10 | ||
Initial Public Offering, gross proceeds | $ 230,000,000 | ||
Proposed public offering [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 20,000,000 | ||
Initial Public Offering, price per unit | $ 10 | ||
Common stock, price per public share | 10 | ||
Proposed public offering [Member] | Class A Shares [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Common stock, par value | 0.0001 | ||
Common stock, price per public share | $ 10 | ||
Proposed public offering [Member] | Private Placement Warrant [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 6,000,000 | ||
Initial Public Offering, price per unit | $ 1 | ||
Proposed public offering [Member] | Trust Account [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, price per unit | $ 10 | ||
Underwriters Over Allotment [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 3,000,000 | ||
Underwriters Over Allotment [Member] | Proposed public offering [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 23,000,000 | ||
Underwriters Over Allotment [Member] | Proposed public offering [Member] | Private Placement Warrant [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 6,600,000 | ||
Private Placement [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 6,600,000 | ||
Initial Public Offering, price per unit | $ 1 | ||
Initial Public Offering, private placement gross proceeds | $ 6,600,000 | ||
Minimum [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Business combination, intended enterprise valuations | $ 500,000,000 | $ 500,000,000 | |
Percentage of the fair value of assets in the trust account of the prospective acquirer net of taxes and deferred underwriting commission | 80.00% | ||
Equity method investment percentage | 50.00% | ||
Minimum [Member] | Proposed public offering [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Percentage of the fair value of assets in the trust account of the prospective acquirer net of taxes and deferred underwriting commission | 80.00% | ||
Equity method investment percentage | 50.00% | ||
Maximum [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Business combination, intended enterprise valuations | $ 1,500,000,000 | $ 1,500,000,000 | |
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 | ||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | 20.00% | |
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |
Maximum [Member] | Proposed public offering [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Significant Accounting Policies [Line Items] | |||||
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 | $ 250,000 | ||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 117,709 | 758,660 | |||
Taxes on gain on marketable securities (net), dividend and interest, held in Trust Account | 64,000 | 278,000 | |||
Net income attributable to class a common stock | 53,000 | 480,000 | |||
Net income | (2,297,073) | $ (390,789) | $ 251,144 | (720) | (2,436,718) |
Net loss attributable to class B common stock | 54,000 | 481,000 | |||
Unrecognised tax benefits | 0 | 0 | 0 | ||
Accrued interest and penalties on unrecognised tax benefits | $ 0 | $ 0 | $ 0 | ||
Class A Shares [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of shares subject to possible redemption | 21,589,737 | 21,589,737 | |||
Antidilutive securities excluded from computation of earnings per share, amount | 18,100,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class B Shares [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Feb. 25, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Initial Public Offering [Line Items] | |||
Units issues on initial public offering | 23,000,000 | ||
Gross proceeds from sale of stock | $ 230,000,000 | $ 230,000,000 | |
Deferred offering costs | $ 8,050,000 | $ 73,356 | |
Class A Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Share price | $ 10 | $ 10 | |
Common stock warrants exercise price per share | $ 11.50 | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Units issued on exercise of underwriters' over-allotment option | 3,000,000 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Units issues on initial public offering | 23,000,000 | ||
Share price | $ 10 | ||
Gross proceeds from sale of stock | $ 230,000,000 | ||
Deferred offering costs | 13,200,000 | ||
Underwritting Commisions | $ 8,050,000 | ||
Proposed public offering [Member] | |||
Initial Public Offering [Line Items] | |||
Units issues on initial public offering | 20,000,000 | ||
Share price | $ 10 | ||
Proposed public offering [Member] | Class A Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Share price | 10 | ||
Common stock warrants exercise price per share | $ 11.50 | ||
Proposed public offering [Member] | Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Units issued on exercise of underwriters' over-allotment option | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 25, 2020 | Nov. 27, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | ||||||
Offering costs for an aggregate price | $ 230,000,000 | |||||
Initial Public Offering, units | 23,000,000 | |||||
Initial Public Offering, price per unit | $ 10 | |||||
Initial Public Offering, gross proceeds | $ 6,600,000 | |||||
Private Placement Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Initial Public Offering, units | 6,600,000 | 6,000,000 | ||||
Initial Public Offering, price per unit | $ 1 | $ 1 | ||||
Initial Public Offering, gross proceeds | $ 6,600,000 | $ 6,000,000 | ||||
Private Placement Warrant [Member] | Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Initial Public Offering, units | 6,600,000 | |||||
Initial Public Offering, gross proceeds | $ 6,600,000 | |||||
Class B Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Warrants exercise price per share | $ 11.50 | |||||
Class A Shares [Member] | Private Placement Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | ||||
Number of shares warrant exercises | 1 | 1 | ||||
Lock in period of warrants | 30 days | 30 days | ||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Initial stockholders agreed to forfeit | 750,000 | |||||
Percentage of founder shares from related party | 20.00% | |||||
Founder Shares [Member] | Class B Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Offering costs for an aggregate price | $ 25,000 | |||||
Initial Public Offering, units | 5,750,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Founder Shares [Member] | Class B Shares [Member] | One Hundred and Fifty Days From Initial Business Combination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lock in period of common stock shares | 150 days | 150 days | ||||
Founder Shares [Member] | Class B Shares [Member] | One Year From Initial Business Combination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lock in period of common stock shares | 1 year | 1 year | ||||
Founder Shares [Member] | Class A Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Closing Share Threshold Price | $ 12 | |||||
Number of consecutive trading days for determining the triggering share price | 20 days | 20 days | ||||
Number of trading days | 30 days | 30 days | ||||
Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses related to public offering | $ 90,000 | |||||
Convertible price warrants for post business combination entity | $ 1 | $ 1 | ||||
Related Party Loans [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Promissory Note to related party | $ 200,000 | |||||
Working Capital Loans | $ 1,500,000 | $ 482,000 | ||||
Administrative Service Agreement [Member] | Principal Owner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly charge for administrative services | $ 10,000 | 10,000 | ||||
Administrative services | $ 30,000 | $ 70,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Underwriting discount | $ / shares | $ 0.20 | $ 0.20 |
Underwriting discount aggregate amount | $ | $ 4,000,000 | $ 4,600,000 |
Additional fee per unit | $ / shares | $ 0.35 | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ | $ 7,000,000 | $ 8,050,000 |
Over-Allotment Option | ||
Underwriting discount aggregate amount | $ | 4,600,000 | |
Deferred underwriting commissions in connection with the initial public offering | $ | $ 8,050,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Nov. 30, 2019 |
Class of Stock [Line Items] | ||||
Class A common stock, shares subject to possible redemption | 21,589,737 | 0 | 21,589,737 | |
Common stock voting right | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. | ||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Warrants or rights outstanding term | 5 years | 5 years | 5 years | |
Public Warrants will become exercisable | On the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering | On the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | ||
Public warrant expiration years | Five years after the completion of a Business Combination or earlier upon redemption or liquidation | Five years after the completion of a Business Combination or earlier upon redemption or liquidation | ||
Public warrant for redemption price | At a price of $0.01 per warrant | At a price of $0.01 per warrant | ||
Public warrants expire date | Upon a minimum of 30 days' prior written notice of redemption | Upon a minimum of 30 days' prior written notice of redemption | ||
Event Triggering Adjustment To Warrant Price [Member] | ||||
Class of Stock [Line Items] | ||||
Number of consecutive trading days for ascertaining the share price | 20 days | 20 days | ||
Share price | $ 18 | $ 18 | $ 18 | |
Volume weighted average share price | $ 9.20 | $ 9.20 | ||
Event Triggering Adjustment To Warrant Price [Member] | As A Percentage Of Market Value [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise price percentage | 115.00% | 115.00% | 115.00% | |
Event Triggering Adjustment To Warrant Price [Member] | As A Percentage Of Newly Issued Price [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise price percentage | 115.00% | 115.00% | 115.00% | |
Event Triggering Adjustment To Warrant Price [Member] | As A Percentage Of Market Value [Member] | ||||
Class of Stock [Line Items] | ||||
Share redemption trigger price percentage | 180.00% | 180.00% | ||
Event Triggering Adjustment To Warrant Price [Member] | As A Percentage Of Newly Issued Price [Member] | ||||
Class of Stock [Line Items] | ||||
Share redemption trigger price percentage | 180.00% | 180.00% | ||
Warrant Redemption [Member] | ||||
Class of Stock [Line Items] | ||||
Number of consecutive trading days for ascertaining the share price | 20 days | 20 days | ||
Share price | $ 18 | $ 18 | $ 18 | |
Warrants or rights redemption price | $ 0.01 | $ 0.01 | ||
Notice period to warrant holders for redemption | 30 days | 30 days | ||
Number of trading days | 30 days | 30 days | ||
Class A Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 1,410,263 | 0 | 1,410,263 | |
Common stock, shares outstanding | 1,410,263 | 0 | 1,410,263 | |
Common stock shares issuable upon conversion | The number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | The number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | ||
Period within which common stock shares shall be registered with securities exchange commission | 15 days | 15 days | ||
Public warrant for redemption price | 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 day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. | 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 day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||
Class A Shares [Member] | Thirty Days After Consummation Of Business Combination [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights exercise period | 30 days | 30 days | 30 days | |
Class A Shares [Member] | Twelve Months After The Consummation Of Initial Public Offer [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights exercise period | 12 months | 12 months | ||
Class A Shares [Member] | Maximum [Member] | Event Triggering Adjustment To Warrant Price [Member] | ||||
Class of Stock [Line Items] | ||||
Issue price at closing of its initial business combination | $ 9.20 | $ 9.20 | $ 9.20 | |
Class A Shares [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise price, description | 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 of the Warrants 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 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 of the Warrants 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 Shares [Member] | Minimum [Member] | Event Triggering Adjustment To Warrant Price [Member] | ||||
Class of Stock [Line Items] | ||||
The aggregate gross proceeds from such issuances | 60.00% | 60.00% | ||
Common Class A Including Redeemable Equity [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 23,000,000 | 0 | 23,000,000 | |
Common stock, shares outstanding | 23,000,000 | 0 | 23,000,000 | |
Class B Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | |
Common stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |
Common stock shares issued including shares subject to forfeiture | 5,750,000 | |||
Initial stockholders own Company's issued and outstanding common stock after the initial public offering | 20.00% | 20.00% | 20.00% | |
Reverse stock split description | One-for-one basis, subject to adjustment for stock splits | One-for-one basis, subject to adjustment forstock splits | ||
Reverse stock split ratio | 1 | 1 | ||
Class B Shares [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock that were subject to forfeiture | 750,000 | 750,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Detail) | Sep. 30, 2020USD ($) |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Investments Held in Trust [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on recurring basis | $ 230,758,660 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Fair Value, Recurring [Member] - Quoted Prices in Active Markets (Level 1) [Member] - Investments Held in Trust [Member] | Sep. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on recurring basis | $ 230,758,660 |
Cash [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on recurring basis | 2,820 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on recurring basis | $ 230,755,840 |