Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-39248 | ||
Entity Registrant Name | The Oncology Institute, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3562323 | ||
Entity Address, Address Line One | 18000 Studebaker Rd | ||
Entity Address, City or Town | Cerritos | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90703 | ||
City Area Code | 213 | ||
Local Phone Number | 760-1328 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 173,362,500 | ||
Entity Central Index Key | 0001799191 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | Amendment No. 2 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | TOI | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Redeemable warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | TOIIW | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash | $ 916,987 | $ 25,000 | |
Prepaid expenses | 152,474 | ||
Total current assets | 1,069,461 | 25,000 | |
Cash and investments held in Trust Account | 230,254,149 | ||
Deferred offering costs associated with initial public offering | 0 | 25,000 | |
Total assets | 231,323,610 | 50,000 | |
Current liabilities: | |||
Accrued expenses | 50,000 | 26,500 | |
Accrued expenses - related parties | 17,500 | ||
Franchise tax payable | 200,050 | 800 | |
Total current liabilities | 267,550 | 27,300 | |
Deferred underwriting commissions | 6,300,000 | ||
Derivative warrant liabilities | 18,791,170 | ||
Total liabilities | 25,358,720 | 27,300 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, $0.0001 par value; 23,000,000 and -0- shares at $10.00 per share redemption value as of December 31, 2020 and December 31, 2019, respectively | 230,000,000 | ||
Stockholders' Equity (Deficit): | |||
Preferred stock, $0.0001 par value 1,000,000 shares authorized no shares issued or outstanding | |||
Additional paid-in capital | 0 | 24,425 | |
Accumulated deficit | (24,035,685) | (2,300) | |
Total stockholders' equity (deficit) | (24,035,110) | 22,700 | |
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit) | 231,323,610 | 50,000 | |
Class A common stock | |||
Current liabilities: | |||
Class A common stock subject to possible redemption, $0.0001 par value; 23,000,000 and -0- shares at $10.00 per share redemption value as of December 31, 2020 and December 31, 2019, respectively | 230,000,000 | ||
Stockholders' Equity (Deficit): | |||
Common Stock, Value, Issued | 0 | ||
Class B common stock | |||
Stockholders' Equity (Deficit): | |||
Common Stock, Value, Issued | [1] | $ 575 | $ 575 |
[1] | As of December 31, 2019, this number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 13, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Class A common stock | ||
Temporary equity, shares subject to possible redemption | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption | 23,000,000 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Maximum common stock shares subject to forfeiture | 750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
General and administrative expenses | $ 1,500 | $ 309,169 |
General and administrative expenses - related party | 0 | 175,000 |
Franchise tax expense | 800 | 199,700 |
Loss from operations | (2,300) | (683,869) |
Interest income from investments in Trust Account | 0 | 254,149 |
Change in fair value of derivative warrant liabilities | 0 | (7,583,670) |
Offering costs associated with derivative warrant liabilities | 0 | (315,080) |
Income/(loss) before income tax expense | (2,300) | (8,328,470) |
Income tax expense | 0 | 11,434 |
Net loss | $ (2,300) | $ (8,339,904) |
Class A common stock | ||
Weighted average shares outstanding | 0 | 18,475,410 |
Basic and diluted net loss per share | $ 0 | $ (0.35) |
Class B common stock | ||
Weighted average shares outstanding | 5,000,000 | 5,602,459 |
Basic and diluted net loss per share | $ 0 | $ (0.35) |
Accumulated Deficit | ||
Net loss | $ (2,300) | $ (8,339,904) |
STATEMENTS OF CHANGE IN STOCKHO
STATEMENTS OF CHANGE IN STOCKHOLDER'S EQUITY (DEFICIT) | Common StockClass A common stockUSD ($) | Common StockClass A common stockUSN ($) | Common StockClass B common stockUSD ($)shares | Common StockClass B common stockUSN ($)shares | Additional Paid-In CapitalClass B common stockUSD ($) | Additional Paid-In CapitalUSD ($) | Accumulated DeficitUSD ($) | Class B common stockUSD ($)shares | USD ($) | |
Beginning balance at Oct. 31, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Changes in Stockholders' Equity | ||||||||||
Issuance of Class B common stock to Sponsor | [1],[2] | $ 575 | $ 24,425 | $ 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | shares | [1],[2] | 5,750,000 | 5,750,000 | |||||||
Net loss | (2,300) | (2,300) | ||||||||
Ending balance at Dec. 31, 2019 | $ 575 | 24,425 | (2,300) | 22,700 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | shares | 5,750,000 | 5,750,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||
Maximum common stock shares subject to forfeiture | shares | 750,000 | |||||||||
Net loss | (776,839) | |||||||||
Ending balance at Mar. 31, 2020 | (16,472,045) | |||||||||
Beginning balance at Dec. 31, 2019 | $ 575 | 24,425 | (2,300) | 22,700 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | shares | 5,750,000 | 5,750,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||
Net loss | (3,395,574) | |||||||||
Ending balance at Jun. 30, 2020 | (19,090,780) | |||||||||
Beginning balance at Dec. 31, 2019 | $ 575 | 24,425 | (2,300) | 22,700 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | shares | 5,750,000 | 5,750,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||
Net loss | (5,812,234) | |||||||||
Ending balance at Sep. 30, 2020 | (21,507,440) | |||||||||
Beginning balance at Dec. 31, 2019 | $ 575 | 24,425 | (2,300) | 22,700 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | shares | 5,750,000 | 5,750,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||
Sale of private placement warrants to Sponsor in private placement,less allocation to derivative warrant liabilities | 1,120,000 | 1,120,000 | ||||||||
Accretion of Class A common stock to redemption amount | $ (1,144,425) | (15,693,481) | (16,837,906) | |||||||
Net loss | (8,339,904) | (8,339,904) | ||||||||
Ending balance at Dec. 31, 2020 | $ 575 | $ (24,035,685) | (24,035,110) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | shares | 5,750,000 | 5,750,000 | ||||||||
Beginning balance at Mar. 31, 2020 | (16,472,045) | |||||||||
Changes in Stockholders' Equity | ||||||||||
Net loss | (2,618,735) | |||||||||
Ending balance at Jun. 30, 2020 | (19,090,780) | |||||||||
Changes in Stockholders' Equity | ||||||||||
Net loss | (2,416,660) | |||||||||
Ending balance at Sep. 30, 2020 | $ (21,507,440) | |||||||||
[1] | The share amounts have been retroactively restated to reflect the split of Class B common stock on February 19, 2020, resulting in 5,750,000 shares outstanding (see Note 4). | |||||||||
[2] | 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 CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,300) | $ (8,339,904) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | 0 | (254,149) |
Offering costs associated with derivative warrant liabilities | 0 | 315,080 |
Change in fair value of derivative warrant liabilities | 0 | 7,583,670 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (152,474) |
Accrued expenses | 1,500 | 48,500 |
Accrued expenses - related parties | 0 | 17,500 |
Franchise tax payable | 800 | 199,250 |
Net cash used in operating activities | 0 | (582,527) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | 0 | (230,000,000) |
Net cash used in investing activities | 0 | (230,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds received from note payable to related party | 0 | 200,000 |
Repayment of note payable to related party | 0 | (200,000) |
Proceeds received from initial public offering, gross | 0 | 230,000,000 |
Proceeds received from private placement | 0 | 5,600,000 |
Offering costs paid | 0 | (4,125,486) |
Net cash provided by financing activities | 25,000 | 231,474,514 |
Net increase in cash | 25,000 | 891,987 |
Cash - beginning of the period | 0 | 25,000 |
Cash - end of the period | 25,000 | 916,987 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 25,000 | |
Deferred underwriting commissions in connection with the initial public offering | 0 | $ 6,300,000 |
Class B common stock | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 |
Organization, Business Operatio
Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Business Operations and Basis of Presentation | |
Organization, Business Operations and Basis of Presentation | Note 1 — Organization, Business Operations and Basis of Presentation Incorporation DFP Healthcare Acquisitions Corp., predecessor to The Oncology Institute, Inc. (the “Company”) was incorporated as a Delaware corporation on November 1, 2019. Sponsor The Company’s sponsor is DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 1, 2019 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on March 10, 2020. On March 13, 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 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,733,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $5.6 million (Note 4). Trust Account 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”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which the Company refers to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two two If the Company holds a stockholder vote in connection with a Business Combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock is recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($230.0 million held in the Trust Account divided by 23,000,000 public shares). The Company will have 24 months from the closing of the Initial Public Offering, or until March 13, 2022, to complete its initial Business Combination (the “ Combination Period”). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 24, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with accounting guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on March 13, 2020 (the “Post-IPO Balance Sheet”), the Company’s Form 10-Qs for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020, and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were all previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on May 12, 2021 (“the 2020 Affected Periods”), as well as the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (collectively, the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021, and June 30, 2021, will be restated with an amendment the Company’s Form 10-Q for the quarterly period ended September 30, 2021. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the 2020 Affected Periods is presented below: As Previously Restated on 10-K/A As of March 13, 2020 Amendment No. 1 Adjustment As Restated Total assets $ 231,769,236 $ — $ 231,769,236 Total liabilities $ 17,812,302 $ — $ 17,812,302 Class A common stock subject to possible redemption 208,956,930 21,043,070 230,000,000 Preferred stock — — — Class A common stock 210 (210) — Class B common stock 575 — 575 Additional paid-in capital 5,356,051 (5,356,051) — Accumulated deficit (356,832) (15,686,809) (16,043,641) Total stockholders' equity (deficit) $ 5,000,004 $ (21,043,070) $ (16,043,066) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,769,236 $ — $ 231,769,236 Shares of Class A common stock subject to possible redemption 20,895,693 2,104,307 23,000,000 Shares of Class A common stock 2,104,307 (2,104,307) — As Previously Restated on 10-K/A As of December 31, 2020 Amendment No. 1 Adjustment As Restated Total assets $ 231,323,610 $ — $ 231,323,610 Total liabilities $ 25,358,720 $ — $ 25,358,720 Class A common stock subject to possible redemption 200,964,880 29,035,120 230,000,000 Preferred stock — — — Class A common stock 290 (290) — Class B common stock 575 — 575 Additional paid-in capital 13,341,349 (13,341,349) — Accumulated deficit (8,342,204) (15,693,481) (24,035,685) Total stockholders' equity (deficit) $ 5,000,010 $ (29,035,120) $ (24,035,110) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,323,610 $ — $ 231,323,610 Shares of Class A common stock subject to possible redemption 20,096,488 2,903,512 23,000,000 Shares of Class A common stock 2,903,512 (2,903,512) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. The impact of the restatement to the previously reported as restated statement of cash flows for the year ended December 31, 2020 is presented below: For the Year Ended December 31, 2020 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (7,992,050) $ 7,992,050 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share for the year ended December 31, 2020 is presented below: Earnings (Loss) Per Share As Previously For the year ended December 31, 2020 Restated Adjustment Restated Net loss $ (8,339,904) $ — $ (8,339,904) Weighted average shares outstanding - Class A common stock 23,000,000 (4,524,590) 18,475,410 Basic and diluted loss per share - Class A common stock $ — $ (0.35) $ (0.35) Weighted average shares outstanding - Class B common stock 5,602,459 — 5,602,459 Basic and diluted loss per share - Class B common stock $ (1.49) $ 1.14 $ (0.35) In addition, see Note 10 - Quarterly Financial Information where unaudited interim periods are presented as restated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has no subsidiaries. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the year ended December 31, 2020, as of September 30, 2020 and for the three and nine months ended September 30, 2020, as of June 30, 2020 and for the three and six months ended June 30, 2020, and as of March 31, 2020 and for the three months ended March 31, 2020 (collectively, the “2020 Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the redeemable Class A common stock and earnings per share in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020, and 2019. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. 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 Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value 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. U.S. 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 (unadjusted) 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 December 31, 2020, and 2019, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses - related party, and tax obligations approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs The Company complied with the requirements of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly attributable to the Initial Public Offering.. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 5,750,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 3,733,334 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Class A Common Stock Subject to Possible Redemption (Restated - See Note 2) 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, as of December 31, 2020 , 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Accordingly, effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against paid-in -capital (to the extent available) and accumulated deficit The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (6,727,500) Class A common stock issuance costs (10,110,406) Plus: Accretion of carrying value to redemption value 16,837,906 Class A common stock subject to possible redemption $ 230,000,000 Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,483,334 of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Year Ended December 31, 2020 2019 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income $ (6,399,368) $ (1,940,536) $ — $ (2,300) Denominator: Basic and diluted weighted average common shares outstanding 18,475,410 5,602,459 — 5,000,000 Basic and diluted net income (loss) per share of common stock $ (0.35) $ (0.35) $ — $ — Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2020 or 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. 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, 2020 or 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 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 —Initial Public Offering Public Units On March 13, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions. Of the Units sold in the Initial Public Offering, 5,000,000 Units were purchased by certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. and its affiliates (the “Deerfield Funds”). Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-fourth |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 30, 2019, the Sponsor received 4,312,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.004 per share. In January 2020, the Sponsor transferred 100,000 Founder Shares to each of Steven Hochberg, the Company’s President and Chief Executive Officer, Christopher Wolfe Richard Barasch Dr. Mohit Kaushal Dr. Gregory Sorensen The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s 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 day period commencing at least 150 days after the Company’s initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company sold 3,733,334 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant in a Private Placement, generating proceeds of $5.6 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. Certain proceeds of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds of the Private Placement will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan The Sponsor agreed to loan the Company up to an aggregate of $200,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. The Note was payable, without interest, upon the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on March 13, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company has paid and will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred $100,000 and $0, in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party on t included Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company will pay and has paid its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred $75,000 and $0 in expenses in connection with such services during the year ended December 31, 2020 and the period from November 1, 2019 (inception) through December 31, 2019, respectively, as included in general and administrative expenses - related party included Working Capital Loans In order to finance transaction costs in connection with an intended initial 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 for working capital (the “Working Capital Loans”). Up to $1.1 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2020, except for the foregoing, the terms of such loans, if any, have not been determined, no written agreements exist with respect to such loans and no |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the initial public offering price less the underwriting discounts and commissions. The warrants that were issued in connection with the 3,000,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters exercised the over-allotment option in full on March 13, 2020. The underwriters did not receive any underwriting discounts or commission on the Units purchased by the Deerfield Funds. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or $3.6 million, at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting Fees”) of 3.5% of the gross offering proceeds, or $6.3 million, payable upon the Company's completion of an Initial Business Combination. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its industry and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities Abstract | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 5,750,000 Public Warrants and 3,733,334 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that, as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC and have declared effective a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering. 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 reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, commencing ninety ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Stockholders’ Warrants”; ● if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which it sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 - day period after written notice of redemption is given. The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial Business Combination. In no event will the Company be required to net cash settle any warrant. If the Company does not 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock outstanding outstanding Class B Common Stock 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 initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets Assets held in Trust Account: U.S. Treasury securities $ 230,253,395 $ — $ — Cash equivalents - money market funds 754 — — $ 230,254,149 $ — $ — Liabilities Derivative warrant liabilities -Public Warrants $ 11,212,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,578,670 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There no between 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. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in June 2020. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2019. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of March 13, 2020 As of December 31, 2020 Stock Price $ 9.71 $ 10.80 Volatility 18.2 % 24.0 % Expected life of the options to convert 6.55 5.75 Risk-free rate 0.85 % 0.47 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2020 is summarized as follows: Level 3 derivative warrant liabilities as of January 1, 2020 $ — Issuance of Public and Private Warrants 11,207,500 Transfer of Public Warrants to Level 1 (6,957,500) Change in fair value of derivative warrant liabilities 3,328,670 Level 3 derivative warrant liabilities as of December 31, 2020 $ 7,578,670 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information (unaudited) | |
Quarterly Financial Information (unaudited) | Note 10 — Quarterly Financial Information (unaudited) (restated) The following tables contain unaudited quarterly financial information for the three months ended March 31, 2020, for the three and six months ended June 30, 2020, and for the three and nine months ended September 30, 2020 that has been updated to reflect the restatement of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The restatement had no impact on net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the 2020 Affected Periods. The financial information that has been previously filed or otherwise reported for the 2020 Affected Periods is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Periods contained in such previously filed report should no longer be relied upon. As Previously Restated on 10-K/A As of March 31, 2020 (uaudited) Amendment No. 1 Adjustment As Restated Total assets $ 231,843,054 $ — $ 231,843,054 Total liabilities $ 18,315,099 $ — $ 18,315,099 Class A common stock subject to possible redemption 208,527,950 21,472,050 230,000,000 Preferred stock — — — Class A common stock 215 (215) — Class B common stock 575 — 575 Additional paid-in capital 5,778,354 (5,778,354) — Accumulated deficit (779,139) (15,693,481) (16,472,620) Total stockholders' equity (deficit) $ 5,000,005 $ (21,472,050) $ (16,472,045) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,843,054 $ — $ 231,843,054 Shares of Class A common stock subject to possible redemption 20,852,795 2,147,205 23,000,000 Shares of Class A common stock 2,147,205 (2,147,205) — The Company's statement of stockholders' equity has been restated to reflect the changes to the impacted stockholders' equity accounts described above. For the Three Months Ended March 31, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (428,980) $ 428,980 $ — As of June 30, 2020 (unaudited) As Previously Restated Adjustment As Restated Total assets $ 231,466,990 $ — $ 231,466,990 Total liabilities $ 20,557,770 $ — $ 20,557,770 Class A common stock subject to possible redemption 205,909,210 24,090,790 230,000,000 Preferred stock — — — Class A common stock 241 (241) — Class B common stock 575 — 575 Additional paid-in capital 8,397,068 (8,397,068) — Accumulated deficit (3,397,874) (15,693,481) (19,091,355) Total stockholders' equity (deficit) $ 5,000,010 $ (24,090,790) $ (19,090,780) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,466,990 $ — $ 231,466,990 Shares of Class A common stock subject to possible redemption 20,590,921 2,409,079 23,000,000 Shares of Class A common stock 2,409,079 (2,409,079) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. For the Six Months Ended June 30, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (3,047,720) $ 3,047,720 $ — As of September 30, 2020 (unaudited) As Previously Restated Adjustment As Restated Total assets $ 231,395,659 $ — $ 231,395,659 Total liabilities $ 22,903,099 $ — $ 22,903,099 Class A common stock subject to possible redemption 203,492,550 26,507,450 230,000,000 Preferred stock — — — Class A common stock 265 (265) — Class B common stock 575 — 575 Additional paid-in capital 10,813,704 (10,813,704) — Accumulated deficit (5,814,534) (15,693,481) (21,508,015) Total stockholders' equity (deficit) $ 5,000,010 $ (26,507,450) $ (21,507,440) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,395,659 $ — $ 231,395,659 Shares of Class A common stock subject to possible redemption 20,349,255 2,650,745 23,000,000 Shares of Class A common stock 2,650,745 (2,650,745) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. For the Nine Months Ended September 30, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (5,464,380) $ 5,464,380 $ — Earnings (Loss) Per Share As Previously As Reported Adjustment As Restated For the three months ended March 31, 2020 (unaudited) Net loss $ (776,839) $ — $ (776,839) Weighted average shares outstanding - Class A common stock 23,000,000 (18,197,802) 4,802,198 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.08) $ (0.08) Weighted average shares outstanding - Class B common stock 5,156,593 — 5,156,593 Basic and diluted earnings (loss) per share - Class B common stock $ (0.15) $ 0.07 $ (0.08) For the three months ended June 30, 2020 (unaudited) Net loss $ (2,618,735) $ — $ (2,618,735) Weighted average shares outstanding - Class A common stock 23,000,000 — 23,000,000 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.09) $ (0.09) Weighted average shares outstanding - Class B common stock 5,750,000 — 5,750,000 Basic and diluted earnings (loss) per share - Class B common stock $ (0.46) $ 0.37 $ (0.09) For the six months ended June 30, 2020 (unaudited) Net loss $ (3,395,574) $ — $ (3,395,574) Weighted average shares outstanding - Class A common stock 23,000,000 (9,098,901) 13,901,099 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.18) $ (0.18) Weighted average shares outstanding - Class B common stock 5,453,297 — 5,453,297 Basic and diluted earnings (loss) per share - Class B common stock $ (0.62) $ 0.44 $ (0.18) For the three months ended September 30, 2020 (unaudited) Net loss $ (2,416,660) $ — $ (2,416,660) Weighted average shares outstanding - Class A common stock 23,000,000 — 23,000,000 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.08) $ (0.08) Weighted average shares outstanding - Class B common stock 5,750,000 — 5,750,000 Basic and diluted earnings (loss) per share - Class B common stock $ (0.42) $ 0.34 $ (0.08) For the nine months ended September 30, 2020 (unaudited) Net loss $ (5,812,234) $ — $ (5,812,234) Weighted average shares outstanding - Class A common stock 23,000,000 (6,043,796) 16,956,204 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.26) $ (0.26) Weighted average shares outstanding - Class B common stock 5,552,920 — 5,552,920 Basic and diluted earnings (loss) per share - Class B common stock $ (1.05) $ 0.79 $ (0.26) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 11 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) for the year ended December 31, 2020 consists of the following: December 31, 2020 December 31, 2019 Current Federal $ 11,434 $ — State — — Deferred Federal (101,676) (483) State — — Valuation allowance 101,676 483 Income tax provision 11,434 — The provision for income taxes was deemed to be de minimis for the period from November 1, 2019 (inception) through December 31, 2019. The Company’s net deferred tax assets are as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Start-up/Organization costs $ 101,676 $ 315 Net operating loss carryforwards — 168 Total deferred tax assets 101,676 483 Valuation allowance (101,676) (483) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from November 1, 2019 (inception) to December 31, 2019, the valuation allowance was $101,676 and $483, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2020 December 31, 2019 Statutory federal income tax $ (1,748,979) $ (483) Change in fair value of derivative warrant liabilities (1,450,150) — Financing costs - derivative warrant liabilities (2,503) — Change in valuation allowance 3,213,066 483 Income tax expense $ 11,434 $ — There were no unrecognized tax benefits as of December 31, 2020, and 2019. No amounts were accrued for the payment of interest and penalties as of December 31, 2020, and 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 12 — Subsequent Events On November 12, 2021, (the “Closing Date”), DFP Healthcare Acquisitions Corp. (“DFP”) completed the business combination pursuant to that certain and Plan of Merger, dated June 28, 2021, by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of DFP (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of DFP (“Second Merger Sub”) and TOI Parent, Inc., a Delaware corporation (“Old TOI”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). As contemplated by the Merger Agreement, immediately prior to the effective time of the First Merger (the “Effective Time”), (i) the First Merger Sub merged with and into Old TOI (the “First Merger”), with Old TOI being the surviving corporation and (ii) immediately following the First Merger, Old TOI merged with and into the Second Merger Sub (the “Second Merger”), with the Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFP (the First Merger and Second Merger together, the “Business Combination”). Upon the closing of the Business Combination, DFP changed its name to “The Oncology Institute, Inc.” TOI continues the existing business operations of Old TOI as a publicly traded company. Management has evaluated subsequent events and transactions that occurred after the balance sheet date up through the date the financial statements were issued. Based upon this review, other than described here in and in Note 2 with respect to the restatements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has no subsidiaries. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the year ended December 31, 2020, as of September 30, 2020 and for the three and nine months ended September 30, 2020, as of June 30, 2020 and for the three and six months ended June 30, 2020, and as of March 31, 2020 and for the three months ended March 31, 2020 (collectively, the “2020 Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the redeemable Class A common stock and earnings per share in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020, and 2019. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. |
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 Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. 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 (unadjusted) 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 December 31, 2020, and 2019, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses - related party, and tax obligations approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs | Offering Costs The Company complied with the requirements of the ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly attributable to the Initial Public Offering.. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 5,750,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 3,733,334 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption (Restated - See Note 2) 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, as of December 31, 2020 , 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Accordingly, effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against paid-in -capital (to the extent available) and accumulated deficit The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (6,727,500) Class A common stock issuance costs (10,110,406) Plus: Accretion of carrying value to redemption value 16,837,906 Class A common stock subject to possible redemption $ 230,000,000 |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,483,334 of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Year Ended December 31, 2020 2019 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income $ (6,399,368) $ (1,940,536) $ — $ (2,300) Denominator: Basic and diluted weighted average common shares outstanding 18,475,410 5,602,459 — 5,000,000 Basic and diluted net income (loss) per share of common stock $ (0.35) $ (0.35) $ — $ — |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2020 or 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. 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, 2020 or 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 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Schedule of impact of the restatement on the balance sheets, statements of operations and statements of cash flows | The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the 2020 Affected Periods is presented below: As Previously Restated on 10-K/A As of March 13, 2020 Amendment No. 1 Adjustment As Restated Total assets $ 231,769,236 $ — $ 231,769,236 Total liabilities $ 17,812,302 $ — $ 17,812,302 Class A common stock subject to possible redemption 208,956,930 21,043,070 230,000,000 Preferred stock — — — Class A common stock 210 (210) — Class B common stock 575 — 575 Additional paid-in capital 5,356,051 (5,356,051) — Accumulated deficit (356,832) (15,686,809) (16,043,641) Total stockholders' equity (deficit) $ 5,000,004 $ (21,043,070) $ (16,043,066) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,769,236 $ — $ 231,769,236 Shares of Class A common stock subject to possible redemption 20,895,693 2,104,307 23,000,000 Shares of Class A common stock 2,104,307 (2,104,307) — As Previously Restated on 10-K/A As of December 31, 2020 Amendment No. 1 Adjustment As Restated Total assets $ 231,323,610 $ — $ 231,323,610 Total liabilities $ 25,358,720 $ — $ 25,358,720 Class A common stock subject to possible redemption 200,964,880 29,035,120 230,000,000 Preferred stock — — — Class A common stock 290 (290) — Class B common stock 575 — 575 Additional paid-in capital 13,341,349 (13,341,349) — Accumulated deficit (8,342,204) (15,693,481) (24,035,685) Total stockholders' equity (deficit) $ 5,000,010 $ (29,035,120) $ (24,035,110) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,323,610 $ — $ 231,323,610 Shares of Class A common stock subject to possible redemption 20,096,488 2,903,512 23,000,000 Shares of Class A common stock 2,903,512 (2,903,512) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. The impact of the restatement to the previously reported as restated statement of cash flows for the year ended December 31, 2020 is presented below: For the Year Ended December 31, 2020 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (7,992,050) $ 7,992,050 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share for the year ended December 31, 2020 is presented below: Earnings (Loss) Per Share As Previously For the year ended December 31, 2020 Restated Adjustment Restated Net loss $ (8,339,904) $ — $ (8,339,904) Weighted average shares outstanding - Class A common stock 23,000,000 (4,524,590) 18,475,410 Basic and diluted loss per share - Class A common stock $ — $ (0.35) $ (0.35) Weighted average shares outstanding - Class B common stock 5,602,459 — 5,602,459 Basic and diluted loss per share - Class B common stock $ (1.49) $ 1.14 $ (0.35) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of class A ordinary shares reflected in the condensed balance sheet | The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (6,727,500) Class A common stock issuance costs (10,110,406) Plus: Accretion of carrying value to redemption value 16,837,906 Class A common stock subject to possible redemption $ 230,000,000 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Year Ended December 31, 2020 2019 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock: Numerator: Allocation of net income $ (6,399,368) $ (1,940,536) $ — $ (2,300) Denominator: Basic and diluted weighted average common shares outstanding 18,475,410 5,602,459 — 5,000,000 Basic and diluted net income (loss) per share of common stock $ (0.35) $ (0.35) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets Assets held in Trust Account: U.S. Treasury securities $ 230,253,395 $ — $ — Cash equivalents - money market funds 754 — — $ 230,254,149 $ — $ — Liabilities Derivative warrant liabilities -Public Warrants $ 11,212,500 $ — $ — Derivative warrant liabilities -Private Warrants $ — $ — $ 7,578,670 |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs | As of March 13, 2020 As of December 31, 2020 Stock Price $ 9.71 $ 10.80 Volatility 18.2 % 24.0 % Expected life of the options to convert 6.55 5.75 Risk-free rate 0.85 % 0.47 % Dividend yield 0.0 % 0.0 % |
Summary of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs | Level 3 derivative warrant liabilities as of January 1, 2020 $ — Issuance of Public and Private Warrants 11,207,500 Transfer of Public Warrants to Level 1 (6,957,500) Change in fair value of derivative warrant liabilities 3,328,670 Level 3 derivative warrant liabilities as of December 31, 2020 $ 7,578,670 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information (unaudited) | |
Schedule of Unaudited Condensed Balance Sheet, Statement of Operations and Statement of Cash Flows | As Previously Restated on 10-K/A As of March 31, 2020 (uaudited) Amendment No. 1 Adjustment As Restated Total assets $ 231,843,054 $ — $ 231,843,054 Total liabilities $ 18,315,099 $ — $ 18,315,099 Class A common stock subject to possible redemption 208,527,950 21,472,050 230,000,000 Preferred stock — — — Class A common stock 215 (215) — Class B common stock 575 — 575 Additional paid-in capital 5,778,354 (5,778,354) — Accumulated deficit (779,139) (15,693,481) (16,472,620) Total stockholders' equity (deficit) $ 5,000,005 $ (21,472,050) $ (16,472,045) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,843,054 $ — $ 231,843,054 Shares of Class A common stock subject to possible redemption 20,852,795 2,147,205 23,000,000 Shares of Class A common stock 2,147,205 (2,147,205) — The Company's statement of stockholders' equity has been restated to reflect the changes to the impacted stockholders' equity accounts described above. For the Three Months Ended March 31, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (428,980) $ 428,980 $ — As of June 30, 2020 (unaudited) As Previously Restated Adjustment As Restated Total assets $ 231,466,990 $ — $ 231,466,990 Total liabilities $ 20,557,770 $ — $ 20,557,770 Class A common stock subject to possible redemption 205,909,210 24,090,790 230,000,000 Preferred stock — — — Class A common stock 241 (241) — Class B common stock 575 — 575 Additional paid-in capital 8,397,068 (8,397,068) — Accumulated deficit (3,397,874) (15,693,481) (19,091,355) Total stockholders' equity (deficit) $ 5,000,010 $ (24,090,790) $ (19,090,780) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,466,990 $ — $ 231,466,990 Shares of Class A common stock subject to possible redemption 20,590,921 2,409,079 23,000,000 Shares of Class A common stock 2,409,079 (2,409,079) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. For the Six Months Ended June 30, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (3,047,720) $ 3,047,720 $ — As of September 30, 2020 (unaudited) As Previously Restated Adjustment As Restated Total assets $ 231,395,659 $ — $ 231,395,659 Total liabilities $ 22,903,099 $ — $ 22,903,099 Class A common stock subject to possible redemption 203,492,550 26,507,450 230,000,000 Preferred stock — — — Class A common stock 265 (265) — Class B common stock 575 — 575 Additional paid-in capital 10,813,704 (10,813,704) — Accumulated deficit (5,814,534) (15,693,481) (21,508,015) Total stockholders' equity (deficit) $ 5,000,010 $ (26,507,450) $ (21,507,440) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 231,395,659 $ — $ 231,395,659 Shares of Class A common stock subject to possible redemption 20,349,255 2,650,745 23,000,000 Shares of Class A common stock 2,650,745 (2,650,745) — The impact of the restatement on the statement of stockholders' equity is consistent with the changes to the impacted stockholders' equity accounts described above. For the Nine Months Ended September 30, 2020 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 208,956,930 $ (208,956,930) $ — Change in value of Class A common stock subject to possible redemption $ (5,464,380) $ 5,464,380 $ — Earnings (Loss) Per Share As Previously As Reported Adjustment As Restated For the three months ended March 31, 2020 (unaudited) Net loss $ (776,839) $ — $ (776,839) Weighted average shares outstanding - Class A common stock 23,000,000 (18,197,802) 4,802,198 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.08) $ (0.08) Weighted average shares outstanding - Class B common stock 5,156,593 — 5,156,593 Basic and diluted earnings (loss) per share - Class B common stock $ (0.15) $ 0.07 $ (0.08) For the three months ended June 30, 2020 (unaudited) Net loss $ (2,618,735) $ — $ (2,618,735) Weighted average shares outstanding - Class A common stock 23,000,000 — 23,000,000 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.09) $ (0.09) Weighted average shares outstanding - Class B common stock 5,750,000 — 5,750,000 Basic and diluted earnings (loss) per share - Class B common stock $ (0.46) $ 0.37 $ (0.09) For the six months ended June 30, 2020 (unaudited) Net loss $ (3,395,574) $ — $ (3,395,574) Weighted average shares outstanding - Class A common stock 23,000,000 (9,098,901) 13,901,099 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.18) $ (0.18) Weighted average shares outstanding - Class B common stock 5,453,297 — 5,453,297 Basic and diluted earnings (loss) per share - Class B common stock $ (0.62) $ 0.44 $ (0.18) For the three months ended September 30, 2020 (unaudited) Net loss $ (2,416,660) $ — $ (2,416,660) Weighted average shares outstanding - Class A common stock 23,000,000 — 23,000,000 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.08) $ (0.08) Weighted average shares outstanding - Class B common stock 5,750,000 — 5,750,000 Basic and diluted earnings (loss) per share - Class B common stock $ (0.42) $ 0.34 $ (0.08) For the nine months ended September 30, 2020 (unaudited) Net loss $ (5,812,234) $ — $ (5,812,234) Weighted average shares outstanding - Class A common stock 23,000,000 (6,043,796) 16,956,204 Basic and diluted earnings (loss) per share - Class A common stock $ — $ (0.26) $ (0.26) Weighted average shares outstanding - Class B common stock 5,552,920 — 5,552,920 Basic and diluted earnings (loss) per share - Class B common stock $ (1.05) $ 0.79 $ (0.26) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income tax provision (benefit) | December 31, 2020 December 31, 2019 Current Federal $ 11,434 $ — State — — Deferred Federal (101,676) (483) State — — Valuation allowance 101,676 483 Income tax provision 11,434 — |
Schedule of Company's net deferred tax assets | December 31, 2020 December 31, 2019 Deferred tax assets: Start-up/Organization costs $ 101,676 $ 315 Net operating loss carryforwards — 168 Total deferred tax assets 101,676 483 Valuation allowance (101,676) (483) Deferred tax asset, net of allowance $ — $ — |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | December 31, 2020 December 31, 2019 Statutory federal income tax $ (1,748,979) $ (483) Change in fair value of derivative warrant liabilities (1,450,150) — Financing costs - derivative warrant liabilities (2,503) — Change in valuation allowance 3,213,066 483 Income tax expense $ 11,434 $ — |
Organization, Business Operat_2
Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($) | Mar. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 23,000,000 | ||
Share price | $ 10 | ||
Offering costs | $ 0 | $ 4,125,486 | |
Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 23,000,000 | ||
Share price | $ 10 | ||
Proceeds from issuance of shares | $ 230,000,000 | ||
Offering costs | 10,400,000 | ||
Deferred underwriting commissions | $ 6,300,000 | ||
Number of warrants to purchase shares issued (in shares) | 5,750,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued (in shares) | 3,733,334 | ||
Price of warrants | $ 1.50 | ||
Proceeds from issuance of warrants | $ 5,600,000 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 3,000,000 |
Organization, Business Operat_3
Organization, Business Operations and Basis of Presentation - Trust Account (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Organization, Business Operations and Basis of Presentation | |
Principal deposited in Trust Account | $ 230,000,000 |
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity | 100.00% |
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions | $ 5,000,001 |
Share price | $ / shares | $ 10 |
Threshold business days for redemption of shares of trust account | 10 days |
Maximum net interest to pay dissolution expenses | $ 500,000 |
Number of shares issued | shares | 23,000,000 |
Minimum net interest to pay dissolution expenses | $ 100,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Effect of restatement on balance sheets (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 13, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Minimum net tangible assets | $ 5,000,001 | ||||||||
Balance sheet | |||||||||
Total assets | 231,323,610 | $ 231,395,659 | $ 231,466,990 | $ 231,843,054 | $ 231,769,236 | $ 50,000 | |||
Total liabilities | 25,358,720 | 22,903,099 | 20,557,770 | 18,315,099 | 17,812,302 | 27,300 | |||
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 | 230,000,000 | ||||||
Preferred stock | |||||||||
Additional paid-in capital | 0 | 24,425 | |||||||
Accumulated deficit | (24,035,685) | (21,508,015) | (19,091,355) | (16,472,620) | (16,043,641) | (2,300) | |||
Total stockholders' equity (deficit) | (24,035,110) | (21,507,440) | (19,090,780) | (16,472,045) | (16,043,066) | 22,700 | $ 0 | ||
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit) | $ 231,323,610 | 231,395,659 | 231,466,990 | $ 231,843,054 | $ 231,769,236 | $ 50,000 | |||
Shares of Class A common stock | 5,750,000 | 5,750,000 | |||||||
Class A common stock | |||||||||
Balance sheet | |||||||||
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||
Common stock | $ 0 | ||||||||
Shares of common stock subject to possible redemption | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||
Shares of Class A common stock | 0 | 0 | |||||||
Class B common stock | |||||||||
Balance sheet | |||||||||
Common stock | $ 575 | [1] | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | [1] | |
Shares of Class A common stock | 5,750,000 | 5,750,000 | |||||||
As previously reported | |||||||||
Balance sheet | |||||||||
Total assets | $ 231,323,610 | 231,395,659 | 231,466,990 | 231,843,054 | 231,769,236 | ||||
Total liabilities | 25,358,720 | 22,903,099 | 20,557,770 | 18,315,099 | 17,812,302 | ||||
Class A common stock subject to possible redemption | 200,964,880 | 208,527,950 | 208,956,930 | ||||||
Preferred stock | |||||||||
Additional paid-in capital | 13,341,349 | 10,813,704 | 8,397,068 | 5,778,354 | 5,356,051 | ||||
Accumulated deficit | (8,342,204) | (5,814,534) | (3,397,874) | (779,139) | (356,832) | ||||
Total stockholders' equity (deficit) | 5,000,010 | 5,000,010 | 5,000,010 | 5,000,005 | 5,000,004 | ||||
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit) | 231,323,610 | 231,395,659 | 231,466,990 | 231,843,054 | 231,769,236 | ||||
As previously reported | Class A common stock | |||||||||
Balance sheet | |||||||||
Class A common stock subject to possible redemption | 203,492,550 | 205,909,210 | |||||||
Common stock | $ 290 | $ 265 | $ 241 | $ 215 | $ 210 | ||||
Shares of common stock subject to possible redemption | 20,096,488 | 20,349,255 | 20,590,921 | 20,852,795 | 20,895,693 | ||||
Shares of Class A common stock | 2,903,512 | 2,650,745 | 2,409,079 | 2,147,205 | 2,104,307 | ||||
As previously reported | Class B common stock | |||||||||
Balance sheet | |||||||||
Common stock | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | ||||
Restatement Adjustment | |||||||||
Balance sheet | |||||||||
Class A common stock subject to possible redemption | 29,035,120 | 21,472,050 | 21,043,070 | ||||||
Preferred stock | |||||||||
Additional paid-in capital | (13,341,349) | (10,813,704) | (8,397,068) | (5,778,354) | (5,356,051) | ||||
Accumulated deficit | (15,693,481) | (15,693,481) | (15,693,481) | (15,693,481) | (15,686,809) | ||||
Total stockholders' equity (deficit) | (29,035,120) | (26,507,450) | (24,090,790) | (21,472,050) | (21,043,070) | ||||
Restatement Adjustment | Class A common stock | |||||||||
Balance sheet | |||||||||
Class A common stock subject to possible redemption | 26,507,450 | 24,090,790 | |||||||
Common stock | $ (290) | $ (265) | $ (241) | $ (215) | $ (210) | ||||
Shares of common stock subject to possible redemption | 2,903,512 | 2,650,745 | 2,409,079 | 2,147,205 | 2,104,307 | ||||
Shares of Class A common stock | (2,903,512) | (2,650,745) | (2,409,079) | (2,147,205) | (2,104,307) | ||||
[1] | As of December 31, 2019, this number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 13, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Effect of restatement on statements of cash flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As previously reported | ||||
Supplemental Cash Flow Information [Abstract] | ||||
Initial value of Class A common stock subject to possible redemption | $ 208,956,930 | $ 208,956,930 | $ 208,956,930 | $ 208,956,930 |
Change in value of Class A common stock subject to possible redemption | (428,980) | (3,047,720) | (5,464,380) | (7,992,050) |
Restatement Adjustment | ||||
Supplemental Cash Flow Information [Abstract] | ||||
Initial value of Class A common stock subject to possible redemption | (208,956,930) | (208,956,930) | (208,956,930) | (208,956,930) |
Change in value of Class A common stock subject to possible redemption | $ 428,980 | $ 3,047,720 | $ 5,464,380 | $ 7,992,050 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Effect of restatement on statements of operations (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Operations | |||||||
Net loss | $ (2,300) | $ (2,416,660) | $ (2,618,735) | $ (776,839) | $ (3,395,574) | $ (5,812,234) | $ (8,339,904) |
Class A common stock | |||||||
Statement of Operations | |||||||
Weighted average shares outstanding | 0 | 23,000,000 | 23,000,000 | 4,802,198 | 13,901,099 | 16,956,204 | 18,475,410 |
Basic and diluted net loss per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
Class B common stock | |||||||
Statement of Operations | |||||||
Weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,750,000 | 5,156,593 | 5,453,297 | 5,552,920 | 5,602,459 |
Basic and diluted net loss per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
As previously reported | |||||||
Statement of Operations | |||||||
Net loss | $ (2,416,660) | $ (2,618,735) | $ (776,839) | $ (3,395,574) | $ (5,812,234) | $ (8,339,904) | |
As previously reported | Class A common stock | |||||||
Statement of Operations | |||||||
Weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |
As previously reported | Class B common stock | |||||||
Statement of Operations | |||||||
Weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,156,593 | 5,453,297 | 5,552,920 | 5,602,459 | |
Basic and diluted net loss per share | $ (0.42) | $ (0.46) | $ (0.15) | $ (0.62) | $ (1.05) | $ (1.49) | |
Restatement Adjustment | Class A common stock | |||||||
Statement of Operations | |||||||
Weighted average shares outstanding | (18,197,802) | (9,098,901) | (6,043,796) | (4,524,590) | |||
Basic and diluted net loss per share | (0.08) | (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) | |
Restatement Adjustment | Class B common stock | |||||||
Statement of Operations | |||||||
Basic and diluted net loss per share | $ 0.34 | $ 0.37 | $ 0.07 | $ 0.44 | $ 0.79 | $ 1.14 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents and Class A common stock subject to possible redemption (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares subject to possible redemption | 23,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) | Dec. 31, 2020shares |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued (in shares) | 3,733,334 |
Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued (in shares) | 5,750,000 |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued (in shares) | 3,733,334 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Loss Per Share of Common Stock (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class A common stock | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Net loss after distributed earnings | $ 6,399,368 | ||||||
Warrants to purchase aggregate number of shares | 9,483,334 | ||||||
Numerator: | |||||||
Allocation of net income | $ (6,399,368) | ||||||
Denominator: | |||||||
Basic and diluted weighted average common shares outstanding | 0 | 23,000,000 | 23,000,000 | 4,802,198 | 13,901,099 | 16,956,204 | 18,475,410 |
Basic and diluted earnings (loss) per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
Class B common stock | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Net loss after distributed earnings | $ 2,300 | $ 1,940,536 | |||||
Numerator: | |||||||
Allocation of net income | $ (2,300) | $ (1,940,536) | |||||
Denominator: | |||||||
Basic and diluted weighted average common shares outstanding | 5,000,000 | 5,750,000 | 5,750,000 | 5,156,593 | 5,453,297 | 5,552,920 | 5,602,459 |
Basic and diluted earnings (loss) per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 13, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||
Class A common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds | 230,000,000 | ||||
Amount allocated to Public Warrants | (6,727,500) | ||||
Class A common stock issuance costs | (10,110,406) | ||||
Accretion of carrying value to redemption value | 16,837,906 | ||||
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amounts accrued for the payment of interest and penalties | 0 | 0 |
Income tax expense | $ 0 | $ 11,434 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Additional units issued | 23,000,000 | ||
Price per unit | $ 10 | ||
Offering costs | $ 0 | $ 4,125,486 | |
Deferred underwriting commissions in connection with the initial public offering | $ 0 | $ 6,300,000 | |
Deerfield Funds | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional units issued | 5,000,000 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of warrants in a unit | 0.25 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional units issued | 23,000,000 | ||
Price per unit | $ 10 | ||
Proceeds from issuance of shares | $ 230,000,000 | ||
Offering costs | 10,400,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 6,300,000 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional units issued | 3,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Mar. 13, 2020 | Feb. 19, 2020 | Dec. 30, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Total number of shares after stock split (in shares) | 5,750,000 | ||||||
Class B common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Capital contribution | [1],[2] | $ 25,000 | |||||
Total number of shares after stock split (in shares) | 5,750,000 | ||||||
Number of shares subject to forfeiture (in shares) | 750,000 | 750,000 | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Class B common stock | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | 4,312,500 | 4,312,500 | |||||
Capital contribution | $ 25,000 | ||||||
Capital contribution (in dollars per share) | $ 0.004 | ||||||
Number of shares held (in shares) | 3,922,500 | ||||||
Number of shares held after stock split (in shares) | 5,360,000 | ||||||
Class B common stock | Sponsor | Steven Hochberg | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 100,000 | ||||||
Class B common stock | Sponsor | Christopher Wolfe | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 100,000 | ||||||
Class B common stock | Sponsor | Richard Barasch | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 100,000 | ||||||
Class B common stock | Sponsor | Dr. Jennifer Carter | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 30,000 | ||||||
Class B common stock | Sponsor | Dr. Mohit Kaushal | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 30,000 | ||||||
Class B common stock | Sponsor | Dr. Gregory Sorensen | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred (in shares) | 30,000 | ||||||
[1] | The share amounts have been retroactively restated to reflect the split of Class B common stock on February 19, 2020, resulting in 5,750,000 shares outstanding (see Note 4). | ||||||
[2] | 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. |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Mar. 13, 2020 | |
Class A common stock | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 9,483,334 | |
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 3,733,334 | |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds from issuance of warrants | $ 5.6 | |
Private Placement | Class A common stock | ||
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transaction - Oth
Related Party Transaction - Other Transactions (Details) - USD ($) | Mar. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Proceeds received from note payable to related party | $ 0 | $ 200,000 | ||
Accrued expenses - related parties | $ 17,500 | 17,500 | ||
Sponsor Loan | ||||
Related Party Transaction [Line Items] | ||||
Proceeds received from note payable to related party | $ 200,000 | |||
Sponsor Loan | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Amounts of transaction | 200,000 | |||
Administrative Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | 10,000 | |||
Total expenses incurred | 0 | 100,000 | ||
Accrued expenses - related parties | 0 | 10,000 | 10,000 | |
Wolfe Strategic Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | 7,500 | |||
Total expenses incurred | 0 | 75,000 | ||
Accrued expenses - related parties | $ 0 | $ 7,500 | 7,500 | |
Working Capital Loans | ||||
Related Party Transaction [Line Items] | ||||
Proceeds received from note payable to related party | $ 0 | |||
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | ||
Working Capital Loans | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Loans convertible into warrants | $ 1,100,000 | $ 1,100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 13, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Additional units issued | 23,000,000 | |
Underwriting discount (as a percent) | 2.00% | |
Underwriting discount paid | $ 3,600,000 | |
Deferred Underwriting Fees, Percentage | 3.50% | |
Deferred underwriting fees | $ 6,300,000 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Overallotment option period | 45 days | |
Additional units issued | 3,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Warrants (Details) | 12 Months Ended |
Dec. 31, 2020USN ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for filing registration statement after business combination | 15 days |
Public Warrants expiration term | 5 years |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption of warrants commencing ninety days after the warrants become exercisable | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption period after the public warrants become exercisable | 90 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrant outstanding | shares | 3,733,334 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Public warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrant outstanding | shares | 5,750,000 |
Class A common stock | |
Class of Warrant or Right [Line Items] | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Number of trading days on which fair market value of shares is reported | $ | 10 |
Class A common stock | Redemption of warrants commencing ninety days after the warrants become exercisable | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Mar. 13, 2020 | Feb. 19, 2020 | Dec. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Common shares, outstanding including shares subject to possible redemption | 0 | ||||
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |||
Total number of shares after stock split (in shares) | 5,750,000 | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, issued including shares subject to possible redemption | 23,000,000 | ||||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, outstanding including shares subject to possible redemption | 23,000,000 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |||
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |||
Common shares, votes per share | $ 1 | ||||
Total number of shares after stock split (in shares) | 5,750,000 | ||||
Number of shares subject to forfeiture (in shares) | 750,000 | 750,000 | |||
Beneficial ownership (as a percent) | 20.00% | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
Class B common stock | Minimum | |||||
Class of Stock [Line Items] | |||||
Total number of shares after stock split (in shares) | 4,312,500 | ||||
Class B common stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Total number of shares after stock split (in shares) | 5,750,000 | ||||
Class B common stock | Sponsor | |||||
Class of Stock [Line Items] | |||||
Number of shares issued (in shares) | 4,312,500 | 4,312,500 | |||
Number of shares held after stock split (in shares) | 5,360,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 |
Stockholders' Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 18,791,170 | |
Assets or liabilities measured at fair value | $ 0 | |
Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets level 1 to level 2 transfers | 0 | |
Fair value assets level 2 to level 1 transfers | 0 | |
Fair value assets transferred into (out of) level 3 | 0 | |
Measured on a recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 230,254,149 | |
Measured on a recurring basis | Level 1 | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 230,253,395 | |
Measured on a recurring basis | Level 1 | Cash and Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 754 | |
Measured on a recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Measured on a recurring basis | Level 2 | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Measured on a recurring basis | Level 2 | Cash and Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Measured on a recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Measured on a recurring basis | Level 3 | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Measured on a recurring basis | Level 3 | Cash and Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | |
Private Placement Warrants | Measured on a recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Private Placement Warrants | Measured on a recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Private Placement Warrants | Measured on a recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 7,578,670 | |
Public warrants | Measured on a recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 11,212,500 | |
Public warrants | Measured on a recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Public warrants | Measured on a recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 0 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements (Details) - Level 3 | Dec. 31, 2020 | Mar. 13, 2020 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 10.80 | 9.71 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 24 | 18.2 |
Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 5.75 | 6.55 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.47 | 0.85 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities measured with Level 3 inputs (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Level 3 derivative warrant liabilities at January 1, 2020 | $ 0 |
Issuance of Public and Private Warrants | 11,207,500 |
Transfer of Public warrant to Level 1 | (6,957,500) |
Change in fair value of derivative warrant liabilities | 3,328,670 |
Level 3 derivative warrant liabilities at December 31, 2020 | $ 7,578,670 |
Quarterly Financial Informati_3
Quarterly Financial Information (unaudited) - Condensed Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 13, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | ||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | $ 231,323,610 | $ 231,395,659 | $ 231,466,990 | $ 231,843,054 | $ 231,769,236 | $ 50,000 | |||
Liabilities and stockholders' equity | |||||||||
Total liabilities | 25,358,720 | 22,903,099 | 20,557,770 | 18,315,099 | 17,812,302 | 27,300 | |||
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 | 230,000,000 | ||||||
Stockholders' Equity | |||||||||
Preferred stock - $0.0001 par value | |||||||||
Additional paid-in capital | 0 | 24,425 | |||||||
Accumulated deficit | (24,035,685) | (21,508,015) | (19,091,355) | (16,472,620) | (16,043,641) | (2,300) | |||
Total stockholders' equity (deficit) | (24,035,110) | (21,507,440) | (19,090,780) | (16,472,045) | (16,043,066) | 22,700 | $ 0 | ||
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit) | $ 231,323,610 | 231,395,659 | 231,466,990 | $ 231,843,054 | $ 231,769,236 | $ 50,000 | |||
Shares of Class A common stock | 5,750,000 | 5,750,000 | |||||||
Class A common stock | |||||||||
Liabilities and stockholders' equity | |||||||||
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ 0 | ||||||||
Shares of Class A common stock subject to possible redemption | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||||
Shares of Class A common stock | 0 | 0 | |||||||
Class B common stock | |||||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ 575 | [1] | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | [1] | |
Shares of Class A common stock | 5,750,000 | 5,750,000 | |||||||
As previously reported | |||||||||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | $ 231,323,610 | 231,395,659 | 231,466,990 | 231,843,054 | 231,769,236 | ||||
Liabilities and stockholders' equity | |||||||||
Total liabilities | 25,358,720 | 22,903,099 | 20,557,770 | 18,315,099 | 17,812,302 | ||||
Class A common stock subject to possible redemption | 200,964,880 | 208,527,950 | 208,956,930 | ||||||
Stockholders' Equity | |||||||||
Preferred stock - $0.0001 par value | |||||||||
Additional paid-in capital | 13,341,349 | 10,813,704 | 8,397,068 | 5,778,354 | 5,356,051 | ||||
Accumulated deficit | (8,342,204) | (5,814,534) | (3,397,874) | (779,139) | (356,832) | ||||
Total stockholders' equity (deficit) | 5,000,010 | 5,000,010 | 5,000,010 | 5,000,005 | 5,000,004 | ||||
Total liabilities, Class A common stock subject to possible redemption and stockholders' equity (deficit) | 231,323,610 | 231,395,659 | 231,466,990 | 231,843,054 | 231,769,236 | ||||
As previously reported | Class A common stock | |||||||||
Liabilities and stockholders' equity | |||||||||
Class A common stock subject to possible redemption | 203,492,550 | 205,909,210 | |||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ 290 | $ 265 | $ 241 | $ 215 | $ 210 | ||||
Shares of Class A common stock subject to possible redemption | 20,096,488 | 20,349,255 | 20,590,921 | 20,852,795 | 20,895,693 | ||||
Shares of Class A common stock | 2,903,512 | 2,650,745 | 2,409,079 | 2,147,205 | 2,104,307 | ||||
As previously reported | Class B common stock | |||||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ 575 | $ 575 | $ 575 | $ 575 | $ 575 | ||||
Restatement Adjustment | |||||||||
Liabilities and stockholders' equity | |||||||||
Class A common stock subject to possible redemption | 29,035,120 | 21,472,050 | 21,043,070 | ||||||
Stockholders' Equity | |||||||||
Preferred stock - $0.0001 par value | |||||||||
Additional paid-in capital | (13,341,349) | (10,813,704) | (8,397,068) | (5,778,354) | (5,356,051) | ||||
Accumulated deficit | (15,693,481) | (15,693,481) | (15,693,481) | (15,693,481) | (15,686,809) | ||||
Total stockholders' equity (deficit) | (29,035,120) | (26,507,450) | (24,090,790) | (21,472,050) | (21,043,070) | ||||
Restatement Adjustment | Class A common stock | |||||||||
Liabilities and stockholders' equity | |||||||||
Class A common stock subject to possible redemption | 26,507,450 | 24,090,790 | |||||||
Stockholders' Equity | |||||||||
Common Stock, Value, Issued | $ (290) | $ (265) | $ (241) | $ (215) | $ (210) | ||||
Shares of Class A common stock subject to possible redemption | 2,903,512 | 2,650,745 | 2,409,079 | 2,147,205 | 2,104,307 | ||||
Shares of Class A common stock | (2,903,512) | (2,650,745) | (2,409,079) | (2,147,205) | (2,104,307) | ||||
[1] | As of December 31, 2019, this number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 13, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. |
Quarterly Financial Informati_4
Quarterly Financial Information (unaudited) - Condensed Statement of Operations (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Unaudited Condensed Statement of Operations | |||||||
Net loss | $ (2,300) | $ (2,416,660) | $ (2,618,735) | $ (776,839) | $ (3,395,574) | $ (5,812,234) | $ (8,339,904) |
Class A common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Weighted average shares outstanding | 0 | 23,000,000 | 23,000,000 | 4,802,198 | 13,901,099 | 16,956,204 | 18,475,410 |
Basic and diluted earnings (loss) per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
Class B common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Weighted average shares outstanding | 5,000,000 | 5,750,000 | 5,750,000 | 5,156,593 | 5,453,297 | 5,552,920 | 5,602,459 |
Basic and diluted earnings (loss) per share | $ 0 | $ (0.08) | $ (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) |
As previously reported | |||||||
Unaudited Condensed Statement of Operations | |||||||
Net loss | $ (2,416,660) | $ (2,618,735) | $ (776,839) | $ (3,395,574) | $ (5,812,234) | $ (8,339,904) | |
As previously reported | Class A common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |
As previously reported | Class B common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,156,593 | 5,453,297 | 5,552,920 | 5,602,459 | |
Basic and diluted earnings (loss) per share | $ (0.42) | $ (0.46) | $ (0.15) | $ (0.62) | $ (1.05) | $ (1.49) | |
Restatement Adjustment | Class A common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Weighted average shares outstanding | (18,197,802) | (9,098,901) | (6,043,796) | (4,524,590) | |||
Basic and diluted earnings (loss) per share | (0.08) | (0.09) | $ (0.08) | $ (0.18) | $ (0.26) | $ (0.35) | |
Restatement Adjustment | Class B common stock | |||||||
Unaudited Condensed Statement of Operations | |||||||
Basic and diluted earnings (loss) per share | $ 0.34 | $ 0.37 | $ 0.07 | $ 0.44 | $ 0.79 | $ 1.14 |
Quarterly Financial Informati_5
Quarterly Financial Information (unaudited) - Condensed Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As previously reported | ||||
Supplemental Disclosure of Noncash Financing Activities: | ||||
Initial value of Class A common stock subject to possible redemption | $ 208,956,930 | $ 208,956,930 | $ 208,956,930 | $ 208,956,930 |
Change in value of Class A common stock subject to possible redemption | (428,980) | (3,047,720) | (5,464,380) | (7,992,050) |
Restatement Adjustment | ||||
Supplemental Disclosure of Noncash Financing Activities: | ||||
Initial value of Class A common stock subject to possible redemption | (208,956,930) | (208,956,930) | (208,956,930) | (208,956,930) |
Change in value of Class A common stock subject to possible redemption | $ 428,980 | $ 3,047,720 | $ 5,464,380 | $ 7,992,050 |
Income Taxes - Components of in
Income Taxes - Components of income tax provision (benefit) (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 11,434 | ||
Deferred | |||
Federal | (101,676) | $ (483) | |
Valuation allowance | 101,676 | $ 483 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 11,434 |
Income Taxes - Company's net de
Income Taxes - Company's net deferred tax assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 101,676 | $ 315 |
Net-operating loss carryforward | 168 | |
Total deferred tax assets | 101,676 | 483 |
Valuation allowance | $ (101,676) | $ (483) |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate Reconciliation (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Taxes | ||
Statutory federal income tax | $ (483) | $ (1,748,979) |
Change in fair value of derivative warrant liabilities | (1,450,150) | |
Financing costs - derivative warrant liabilities | (2,503) | |
Change in valuation allowance | 483 | 3,213,066 |
Income tax expense | $ 0 | $ 11,434 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amount accrued for the payment of interest and penalties | $ 0 | $ 0 |