PTK Acquisition 10-Q 26 Aug 20 2020 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2020	Aug. 26, 2020
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Document Period End Date	Jun. 30, 2020
Current Fiscal Year End Date	--12-31
Entity Registrant Name	PTK Acquisition Corp.
Entity Central Index Key	0001797099
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	CA
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,375,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, and one Warrant to acquire one-half of one share of Common Stock
Trading Symbol	PTK.U
Security Exchange Name	NYSE
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PTK
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	PTK WS
Security Exchange Name	NYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash		$ 138,048	$ 180,975
Total current assets		138,048	180,975
Deferred offering costs associated with the initial public offering		797,481	246,879
Total assets		935,529	427,854
Current liabilities:
Accounts payable		394,789	103,489
Accrued expenses		223,146
Franchise tax payable		102,253	2,202
Note payable - related party		300,000	300,000
Total current liabilities		1,020,188	405,691
Commitments and Contingencies
Stockholder's Equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized;  2,875,000 shares issued and outstanding	[1]	288	288
Additional paid-in capital		24,712	24,712
Accumulated deficit		(109,659)	(2,837)
Total stockholder's equity (deficit)		(84,659)	22,163
Total liabilities and stockholder's equity (deficit)		$ 935,529	$ 427,854
[1]	This number includes up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical)	Jun. 30, 2020$ / sharesshares
Statement of Financial Position [Abstract]
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	100,000,000
Common Stock, Shares, Issued	2,875,000
Common Stock, Shares, Outstanding	2,875,000
Common Stock, Shares Outstanding, Subject To Forfeiture	375,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2020	Jun. 30, 2020
General and administrative expenses		$ 202	$ 6,771
Franchise tax expense		98,028	100,051
Net loss		$ (98,230)	$ (106,822)
Weighted average shares outstanding, basic and diluted	[1]	2,500,000	2,500,000
Basic and diluted net loss per share		$ (0.04)	$ (0.04)
[1]	This number excludes an aggregate of up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited.

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical)	Jun. 30, 2020shares
Income Statement [Abstract]
Common Stock, Shares Outstanding, Subject To Forfeiture	375,000

Condensed Statements of Changes

Condensed Statements of Changes in Shareholder's Equity - USD ($)		Total	Common Stock [Member]		Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2019		$ 22,163	$ 288		$ 24,712	$ (2,837)
Beginning balance (in shares) at Dec. 31, 2019		2,875,000	2,875,000	[1]
Net loss		$ (8,592)				(8,592)
Ending balance at Mar. 31, 2020		13,571	$ 288		24,712	(11,429)
Ending balance (in shares) at Mar. 31, 2020	[1]		2,875,000
Beginning balance at Dec. 31, 2019		$ 22,163	$ 288		24,712	(2,837)
Beginning balance (in shares) at Dec. 31, 2019		2,875,000	2,875,000	[1]
Net loss		$ (106,822)
Ending balance at Jun. 30, 2020		$ (84,659)	$ 288		24,712	(109,659)
Ending balance (in shares) at Jun. 30, 2020		2,875,000	2,875,000	[1]
Beginning balance at Mar. 31, 2020		$ 13,571	$ 288		24,712	(11,429)
Beginning balance (in shares) at Mar. 31, 2020	[1]		2,875,000
Net loss		(98,230)				(98,230)
Ending balance at Jun. 30, 2020		$ (84,659)	$ 288		$ 24,712	$ (109,659)
Ending balance (in shares) at Jun. 30, 2020		2,875,000	2,875,000	[1]
[1]	This number includes up to 375,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited.

Condensed Statements of Chang_2

Condensed Statements of Changes in Shareholder's Equity (Parenthetical)	Jun. 30, 2020shares
Statement of Stockholders' Equity [Abstract]
Common Stock, Shares Outstanding, Subject To Forfeiture	375,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	6 Months Ended
	Jun. 30, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (106,822)
Changes in operating assets and liabilities:
Accounts payable	6,771
Franchise tax payable	100,051
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Deferred offering costs paid	(42,927)
Net cash used in financing activities	(42,927)
Net change in cash	(42,927)
Cash - beginning of the period	180,975
Cash - end of the period	138,048
Supplemental disclosure of noncash activities:
Deferred offering costs included in accounts payable	309,707
Deferred offering costs included in accrued expenses	$ 223,146

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations PTK Acquisition Corp. (the “Company”) was incorporated in Delaware on August 19, 2019. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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 June 30, 2020, the Company had not commenced any operations. All activity for the period from August 19, 2019 (inception) through June 30, 2020 relates to the Company’s formation and the initial public offering (the “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 in The Company’s sponsor is PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on July 13, 2020. On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units, the “Public Shares”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 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 6,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $115.0 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 (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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 its holders (the “Public Stockholders”) of its common stock, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the consummation of a Business Combination, including interest (which interest shall be net of taxes payable). The per-share amount to Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated 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% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors agreed not to propose any amendment to the Company’s Amended and Restated Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”) or (2) which adversely affects the rights of holders of the Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company will pay the costs of any liquidation following the redemptions from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses. The Sponsor and the Company’s officers and directors, agreed to waive their liquidation rights with respect to any Founder Shares they hold if the Company fails to complete a Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the Company fails to complete a Business Combination within the Combination Period). The underwriters 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 the allotted time frame and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account, or less than such amount in certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (excluding its independent registered public accounting firm), prospective target businesses and 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 any monies held in the Trust Account for the benefit of the Public Stockholders. Liquidity and Capital Resources As of June 30, 2020, the Company had approximately $138,000 in its operating bank accounts, working capital deficit of approximately $780,000. Prior to the completion of the Initial Public Offering on 15, 2020, the Company’s liquidity needs were satisfied through the receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $300,000 Note issued to the Sponsor, which was converted in to private warrants upon closing of the Initial Public Offering (Note 4). Subsequent to the consummation of the Initial Public Offering and Private Placement in July 2020, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended June 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 Form 8-K Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30 , 2020. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. 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 at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during the period excluding shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited. At June 30, 2020 and December 31, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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 periods presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 2020. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020. 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 June 30, 2020. 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. The provision for income taxes was deemed to be immaterial as of June 30, 2020. Recent Accounting Standards The Company’s management does not believe that there are any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions. Each Unit consists of one share of common stock and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) Of the 11,500,000 Units sold in the Initial Public Offering, an aggregate of 1,000,000 Units were purchased by Primerose Development Group Ltd. (“Primerose”). Primerose also entered into an agreement with the Company providing that it will hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination. Primerose’s commitment to hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination was satisfied by a purchase of Units in the Initial Public Offering.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Insider Shares In October 2019, the Sponsor purchased 2,875,000 shares of common stock, par value $0.0001, (the “Insider Shares”), for an aggregate price of $25,000. The Sponsor has agreed to forfeit up to 375,000 Insider Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited. The Sponsor and the Company’s officers and directors agreed to place their Insider Shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants, at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Related Party Loans On October 10, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest warrant upon the consummation of the Initial Public Offering; or (B) due in cash to the Sponsor on the date the Company determines not to proceed with the Initial Public Offering. The Company fully borrowed the Note amount of $ as o , . The Note was converted into private warrants upon the consummation of the Initial Public Offering on July , . In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $0.50 per warrant. 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company may enter into an agreement to pay the Sponsor a total of up to $10,000 per month for overhead and administration support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of Insider Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Underwriting Agreement The Company granted the underwriters a 45-day option from the The underwriters were entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $4.025 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee is 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. Right of First Refusal Subject to certain conditions, the Company granted Chardan, for a period of 15 months after the date of the consummation of the Business Combination, a right of first refusal to act as either (at the Company’s sole discretion) (a) a lead underwriter or (b) minimally as a co-manager, with

Stockholder's Equity

Stockholder's Equity	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
Stockholder's Equity	Note 6 — Stockholder’s Equity Common stock Warrants The warrants are exercisable at $11.50 per whole share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (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, and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • 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; • if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading If the Company calls the Public Warrants for redemption as described above, 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended June 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 Form 8-K
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30 , 2020.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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 at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Deferred Offering Costs Associated with the Initial Public Offering	Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during the period excluding shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited. At June 30, 2020 and December 31, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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 periods presented.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 2020. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020. 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 June 30, 2020. 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. The provision for income taxes was deemed to be immaterial as of June 30, 2020.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that there are any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Jul. 15, 2020	Jun. 30, 2020	Dec. 31, 2019
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Assets held in trust		$ 115,000,000
Common stock par value		$ 0.0001
Redemption price per share		$ 10
Minimum tangible assets for business combination		$ 5,000,001
Operating bank accounts		138,048	$ 180,975
working capital deficit		780,000
Proceeds from sale of founder shares		25,000
Working capital loans converted to warrants		$ 300,000
Per share value of the residual assets remaining available for distribution		10.00%
Maximum [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Liquidation Cost agreed by sponsor to pay		$ 50,000
Private Placement Warrants [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Number of warrants issued		6,800,000
Issue price per warrant		$ 0.50
Proceeds from issue of warrants		$ 3,400,000
IPO [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued	11,500,000	11,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option	11,500,000	11,500,000
Initial Public Offering, price per unit	$ 10
Proceeds from issuance initial public offering	$ 115,000,000
Initial Public Offering, offering costs	7,300,000
Initial Public Offering, deferred underwriting commissions	$ 4,000,000
Over-Allotment Option [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued	1,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option	1,500,000
Common Class A [Member] | IPO [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued	11,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option	11,500,000
Initial Public Offering, price per unit	$ 10
Proceeds from issuance initial public offering	$ 115,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued	1,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option	1,500,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2020USD ($)shares
Accounting Policies [Abstract]
Cash insured | $	$ 250,000
Weighted average shares of common stock that are subject to forfeiture | shares	375,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Jul. 15, 2020	Jun. 30, 2020	Jun. 30, 2020
Class of Warrant or Right [Line Items]
Common stock warrants exercise price per share	$ 11.50	$ 11.50	$ 11.50
Number of shares promised to hold		1,000,000
IPO [Member]
Class of Warrant or Right [Line Items]
Initial Public Offering, units issued	11,500,000		11,500,000
Stock issued during period	11,500,000		11,500,000
Initial Public Offering, price per unit	$ 10
Proceeds from Issuance Initial Public Offering	$ 115
Initial Public Offering Costs	7.3
Initial Public Offering, deferred underwriting commissions	$ 4
IPO [Member] | Primerose [Member]
Class of Warrant or Right [Line Items]
Units acquired by Primerose Development Group Ltd.		1,000,000
Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Initial Public Offering, units issued	1,500,000
Stock issued during period	1,500,000
Units acquired by Primerose Development Group Ltd.		1,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Jul. 15, 2020	Jul. 09, 2020	Oct. 31, 2019	Jun. 30, 2020	Oct. 10, 2019
Related Party Transaction [Line Items]
Common stock par value				$ 0.0001
Number of shares forfeited				375,000
Percent of shares not transferable			50.00%
Stock price threshold limit			$ 12.50	$ 18
Note [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Number of warrants issued	600,000
Note [Member] | Forecast [Member]
Related Party Transaction [Line Items]
Number of warrants issued		600,000
Issue price per warrant		$ 0.50
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Issue price per warrant				$ 0.50
Debt instrument face amount				$ 1,000,000
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Number of warrants issued				6,800,000
Issue price per warrant				$ 0.50
Gross proceeds from warrants				$ 3,400,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period	1,500,000
Number of shares forfeited			375,000
Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period			2,875,000
Common stock par value			$ 0.0001
Proceeds from common stock			$ 25,000
Payment For Overhead And Administration Support				10,000
Sponsor [Member] | Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount				$ 300,000	$ 300,000

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) $ / shares in Units, $ in Thousands	Jun. 30, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Underwriting Description	(a) a lead underwriter or (b) minimally as a co-manager, with at least 30% of the economics​​​​​​​; or, in the case of a three-handed deal 20% of the economics
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares	1,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriting discount per share | $ / shares	$ 0.20
Underwriting discount | $	$ 2,300
Deferred underwriting commissions per share | $ / shares	$ 0.35
Deferred Underwriting Commissions | $	$ 4,025

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2020	Jul. 15, 2020	Dec. 31, 2019	Oct. 31, 2019
Equity [Abstract]
Common stock shares authorized	100,000,000
Common stock par value	$ 0.0001
Common stock outstanding	2,875,000		2,875,000
Shares subject to forfeiture	375,000
Percent of number of insider shares to outstanding shares	20.00%
Class of warrant or right exercise price	$ 11.50	$ 11.50
Class of warrant or right expire period	5 years
Sale of Stock, Price Per Share	$ 9.50
Percent of gross proceeds to total equity proceeds	60.00%
Volume weighted average trading price	9.50%
Percent of exercise price of warrant to market price	115.00%
Redemption trigger price of warrant	18.00%
Percent of redemption price of warrant to market value	180.00%
Redemption price of warrant	0.01%
Stock price threshold limit	$ 18			$ 12.50