Document and Entity Information
Document and Entity Information - USD ($) | 8 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Document Information | |||
Document Type | 10-K/A | ||
Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | DEERFIELD HEALTHCARE TECHNOLOGY ACQUISITIONS CORP. | ||
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 Central Index Key | 0001813914 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Deerfield Healthcare Technology Acquisitions Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 4, 2021 (the "Original Filing"). On April 12, 2021, the staff of the Securities and Exchange Commission (the "SEC Staff") issued a public statement entitled "Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Staff Statement"). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. Since issuance on July 21, 2020, our warrants were accounted for as equity within our balance sheet.After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, , we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.As a result of the foregoing, on April 12, 2021, the Audit Committee of the Company, in consultation with its management, concluded that its previously issued Financial Statements for the periods beginning with the period from May 8, 2020 (inception) through December 31, 2020 (collectively, the "Affected Periods") should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase common stock (the "Warrants") and should no longer be relied upon. | ||
Entity Public Float | $ 0 | ||
Class A common stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 14,375,000 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | DFHT | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 3,593,750 | ||
Units | |||
Document Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant | ||
Trading Symbol | DFHTU | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | DFHTW | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 908,711 |
Prepaid expenses | 198,172 |
Total current assets | 1,106,883 |
Investments held in Trust Account | 143,836,562 |
Total assets | 144,943,445 |
Current liabilities: | |
Accounts payable | 458,155 |
Accrued expenses | 3,168,000 |
Franchise tax payable | 129,913 |
Total current liabilities | 3,756,068 |
Deferred underwriting commissions | 4,443,250 |
Warrant liabilities | 24,764,148 |
Total liabilities | 32,963,466 |
Commitments and Contingencies (Note 5) | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |
Additional paid-in capital | 26,510,023 |
Accumulated deficit | (21,510,741) |
Total stockholders' equity | 5,000,009 |
Total Liabilities and Stockholders' Equity | 144,943,445 |
Class A common stock | |
Stockholders' Equity: | |
Common Stock, Value, Issued | 368 |
Class A common stock subject to possible redemption | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 10,697,997 shares subject to possible redemption at $10.00 per share | 106,979,970 |
Class B common stock | |
Stockholders' Equity: | |
Common Stock, Value, Issued | $ 359 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Common stock subject to possible redemption, shares | 10,697,997 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 3,677,003 |
Common stock, shares outstanding | 3,677,003 |
Class A common stock subject to possible redemption | |
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 |
Common stock subject to possible redemption, shares | 10,697,997 |
Common stock subject to possible redemption, redemption price per share | $ / shares | $ 10 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 3,593,750 |
Common stock, shares outstanding | 3,593,750 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 8 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 3,776,741 |
General and administrative expenses - related party | 105,000 |
Franchise tax expense | 129,913 |
Loss from operations | (4,011,654) |
Other income (expense) | |
Interest income from investments held in Trust Account | 86,562 |
Change in fair value of warrant liabilities | (17,585,649) |
Net loss | (21,510,741) |
Class A common stock | |
Other income (expense) | |
Net loss | $ 0 |
Weighted average shares outstanding | shares | 14,375,000 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B common stock | |
Other income (expense) | |
Net loss | $ 21,510,741 |
Weighted average shares outstanding | shares | 3,468,192 |
Basic and diluted net income per share | $ / shares | $ (6.20) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-In Capital | Accumulated Deficit | Class A common stock | Class B common stock | Total |
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Net loss | (1,408,395) | ||||||
Ending balance at Sep. 30, 2020 | 5,000,005 | ||||||
Beginning balance at May. 07, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Beginning balance (in shares) at May. 07, 2020 | 0 | 0 | |||||
Changes in Stockholders' Equity (Deficit) | |||||||
Issuance of Class B common stock to Sponsor | $ 359 | 24,641 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 3,593,750 | ||||||
Net loss | (21,510,741) | $ 0 | $ 21,510,741 | (21,510,741) | |||
Sale of Class A common stock in initial public offering, net of warrant liabilities | $ 1,438 | 140,273,212 | 140,274,650 | ||||
Sale of Class A common stock in initial public offering, net of warrant liabilities (in shares) | 14,375,000 | ||||||
Offering costs | (7,480,781) | (7,480,781) | |||||
Excess of cash received over fair value of private placement warrants | 671,851 | 671,851 | |||||
Common stock subject to possible redemption | $ (1,070) | (106,978,900) | (106,979,970) | ||||
Common stock subject to possible redemption (in shares) | (10,697,997) | ||||||
Ending balance at Dec. 31, 2020 | $ 368 | $ 359 | $ 26,510,023 | $ (21,510,741) | $ 5,000,009 | ||
Ending balance (in shares) at Dec. 31, 2020 | 3,677,003 | 3,593,750 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (21,510,741) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (86,562) |
Change in fair value of warrant liabilities | 17,585,649 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (197,818) |
Accounts payable | 455,911 |
Accrued expenses | 3,168,000 |
Franchise tax payable | 129,913 |
Net cash used in operating activities | (455,648) |
Cash Flows from Investing Activities | |
Principal deposited in Trust Account | (143,750,000) |
Net cash used in investing activities | (143,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 200,000 |
Repayment of note payable to related party | (200,000) |
Proceeds received from initial public offering, gross | 143,750,000 |
Proceeds received from private placement | 4,375,000 |
Offering costs paid | (3,035,641) |
Net cash provided by financing activities | 145,114,359 |
Net increase in cash | 908,711 |
Cash - end of the period | 908,711 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 1,890 |
Prepaid expenses included in accounts payable | 354 |
Deferred underwriting commissions in connection with the initial public offering | 4,443,250 |
Initial classification of Class A common stock subject to possible redemption | 128,444,190 |
Change in initial value of Class A common stock subject to possible redemption | (21,464,220) |
Initial fair value of warrant liabilities | $ 7,178,499 |
Organization, Business Operatio
Organization, Business Operations and Basis of Presentation | 8 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 Deerfield Healthcare Technology Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on May 8, 2020. Sponsor The Company’s sponsor is DFHTA 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 acquisitions, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). All activity for the period from May 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Initial Public Offering was declared effective on July 16, 2020. On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,916,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million (Note 5). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 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, 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 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 any of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend the Company’s 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 by July 21, 2022. 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 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, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) 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 commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes,. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial business combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. 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 was recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board ("FASB"), Accounting Standard Codification ("ASC”) 480, “Distinguishing Liabilities from Equity ("ASC 480")." The amount in the Trust Account was initially at $10.00 per Public Share ($143.75 million held in the Trust Account divided by 14,375,000 Public Shares). The Company will have 24 months from the closing of the Initial Public Offering, or July 21, 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 business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering. 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”). As described in Note 2-Restatement of Previously Issued Financial Statements, the Company's financial statements for the period from December 31, 2020, and the period from May 8, 2020 (inception) through December 31, 2020, and for the period from May 8, 2020 (inception) through September 30, 2020 (collectively, the "Affected Periods"), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this "Annual Report") to correct the misapplication of accounting guidance related to the Company's warrants 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. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination On December 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to the Company, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non redemption provisions). The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to the Company, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to the Company, (the “IMC Units”), as a result of which, upon consummation of the Business Combination, IMC and CareMax will become wholly-owned subsidiaries of the Company. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that the Company will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol. Consideration Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to the CareMax Group in exchange for the CareMax Units will be equal to: (a) an amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by the Company to IMC Parent in exchange for the IMC Units will be equal to: (a) an amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination; and (b) a number of shares of the Company’s Class A common stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at closing of the Business Combination. Escrow Consideration At the closing of the Business Combination, the Company will deposit $500,000 and $1,000,000 into adjustment escrow accounts (the “Adjustment Escrow Amounts”), and of such $500,000 amount, 68% will be in cash and 32% will be in shares of the Company’s Class A common stock, and of such $1,000,000 amount, 45% will be in cash and 55% will be in shares of the Company’s Class A common stock (the “Adjustment Escrow Shares”), for the purpose of securing post-closing adjustment obligations of the CareMax Group and IMC Parent, respectively. Following the date on which the closing consideration is finally determined, pursuant to the Business Combination Agreement, all or a portion of the applicable Adjustment Escrow Amounts will either be released to the applicable Seller or to the Company in accordance with certain adjustment mechanisms. Earnout Up to an additional 2,900,000 shares of the Company’s Class A common stock (the “IMC Earnout Shares”) are payable after the closing of the Business Combination to IM§C Parent if: (i) at any time during the 12-month period following the closing of the Business Combination (“First Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the closing date of the Business Combination (the “Second Earnout Period”) the volume weighted average trading price of the Company’s Class A common stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to IMC Parent 2,900,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. Up to an additional 3,500,000 shares of the Company’s Class A common stock (the “CareMax Earnout Shares”) are payable after the closing of the Business Combination to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of the Company’s Class A common stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, the Company shall issue and pay to the members of the CareMax Group 3,500,000 shares of the Company’s Class A common stock in connection with the satisfaction of the $15.00 Share Price Trigger. The Company’s Class A common stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the Company’s stockholders in accordance with the second amended and restated certificate of incorporation (our “Current Charter”). It is a condition to the closing under the Business Combination Agreement that at the closing date, after giving effect to (i) the redemptions each holder of the Company’s Class A common stock is entitled to and (ii) the sale and issuance of the Company’s Class A common stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of the Company between the signing and closing, the amount of cash available to the Company in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000. In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that the Company shall not redeem the Company’s Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Other Agreements In connection with the Business Combination, the following additional agreements were also executed and filed with the SEC by the Company on a Current Report on Form 8-K/A filed on December 21, 2020: Lock-up Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with the Sponsor, Deerfield Partners, certain other shareholders of the Company and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the closing date, each of the Lock-up Holders have agreed to not transfer any shares of the Company’s Class A common stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of the Company’s Class A common stock of the Lock-up Holder) after the date of the closing, (ii) only with respect to certain shares of the Company’s Class A common stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which the Company completes a Change in Control Transaction (as defined in the Business Combination Agreement). Amended and Restated Registration Rights Agreement In connection with the execution of the Business Combination Agreement, the Company, the Sellers, the Sponsor, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between the Company and the parties thereto. The Registration Rights Agreement will become effective upon the closing of the Business Combination, if consummated. If the Business Combination is not consummated, the existing registration rights agreement will remain in full force and effect. Pursuant to the terms of the Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain of the Company’s Class A common stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Company’s Class A common stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of Class A common stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Third Party PIPE Investments”). The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Deerfield Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and the Sponsor, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination (the “Deerfield PIPE Investments”). The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Company’s Class A common stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Consent and Waiver Letter In connection with the execution of the Business Combination Agreement, the Company, Deerfield Partners and the Sponsor entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which the Company agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, the Sponsor, the holder of a majority of the outstanding the Company’s Class B common stock, also waived, in accordance with the Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of our Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the stock portion of the closing consideration, the issuance, if at all, of Adjustment Escrow Shares, the IMC Earnout Shares, or CareMax Earnout Shares, the Third Party PIPE Investments or the Deerfield PIPE Investments, in each case, cause the Class B common stock to convert to Class A common stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement. In addition, the Company received a commitment letter from certain lending affiliates of Royal Bank of Canada to syndicate and arrange debt financing in connection with the Business Combination. Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $0.9 million in its operating bank account, approximately $87,000 in investment income held in the Trust Account available to pay franchise tax, and a working capital deficit of approximately $2.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, in order to finance transaction costs in connection an intended business combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the cash receipt of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a $200,000 Note issued to the Sponsor, which was repaid by the Company on July 16, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 8 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 In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in July 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on July 21, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Audit Committee, management concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. In light of the SEC Staff’s published views, the Company reassessed its accounting for the Warrants issued on July 21, 2020. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. As a result of the foregoing, the Audit Committee, in consultation with management, concluded that the Company’s previously issued financial statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for our outstanding Warrants and should no longer be relied upon. The Company had initially accounted for the Warrants as a component of equity but upon further evaluation of the terms of the Warrants, concluded that the Warrants should be accounted for as a derivative liability. The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”) of which application of such provision could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these Warrants could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s common stock, all holders of the Warrants (both the public Warrants and private placement Warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s common stock would be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. As a result of these provisions, the Company has restated its financial statements to reflect the Company’s Warrants as a derivative liability with changes in the fair value recorded in the current period earnings. The Warrants were issued in connection with the Company’s Initial Public Offering of 14,375,000 Units and Private Placement Warrants completed on July 21, 2020. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant. Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Warrants will expire worthless five years from the date of issuance. The material terms of the Warrants are more fully described in Note 7. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 144,943,445 $ — $ 144,943,445 Liabilities and stockholders’ equity Total current liabilities $ 3,756,068 $ — $ 3,756,068 Deferred underwriting commissions 4,443,250 — 4,443,250 Warrant liabilities — 24,764,148 24,764,148 Total liabilities 8,199,318 24,764,148 32,963,466 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 131,744,120 (24,764,150) 106,979,970 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 120 248 368 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 8,924,620 17,585,403 26,510,023 Accumulated deficit (3,925,092) (17,585,649) (21,510,741) Total stockholders’ equity 5,000,007 2 5,000,009 Total liabilities and stockholders’ equity $ 144,943,445 $ — $ 144,943,445 For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (4,011,654) $ — $ (4,011,654) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (17,585,649) (17,585,649) Interest earned on investments held in Trust Account 86,562 — 86,562 Total other (expense) income 86,562 (17,585,649) (17,499,087) Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 3,468,192 — 3,468,192 Basic and Diluted net loss per Class B share $ (1.13) — $ (6.20) For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Adjustment to reconcile net loss to net cash used in operating activities (86,562) 17,585,649 17,499,087 Net cash used in operating activities (455,648) — (455,648) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 145,032,529 $ — $ 145,032,529 Liabilities and stockholders’ equity Total current liabilities $ 146,941 $ — $ 146,941 Deferred underwriting commissions 4,443,250 — 4,443,250 Derivative warrant liabilities — 8,360,013 8,360,013 Total liabilities 4,590,191 8,360,013 12,950,204 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 135,442,330 (8,360,010) 127,082,320 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 83 84 167 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 5,226,447 1,181,427 6,407,874 Accumulated deficit (226,881) (1,181,514) (1,408,395) Total stockholders’ equity 5,000,008 (3) 5,000,005 Total liabilities and stockholders’ equity $ 145,032,529 $ — $ 145,032,529 For the Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (239,727) $ — $ (239,727) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (196,317) $ (1,181,514) $ (1,377,831) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ $ Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.05) $ (0.38) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (270,291) $ — $ (270,291) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.06) $ (0.39) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Adjustment to reconcile net loss to net cash used in operating activities (43,410) 1,181,514 1,138,104 Net cash used in operating activities (376,769) — (376,769) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 In addition, the impact to the balance sheet dated July 21, 2020, filed on Form 8-K on July 27, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $7.2 million increase to the derivative warrant liabilities line item at July 21, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. 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. 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 approximately $0.9 million in cash as of December 31, 2020. 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, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, 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 accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 the Company’s 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. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 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 sheet. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering Public Units On July 21, 2020, the Company consummated the Initial Public Offering of 14,375,000 Units, including the issuance of 1,875,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $7.5 million, inclusive of approximately $4.4 million in deferred underwriting commissions. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fifth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Affiliated Units Certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. (“Deerfield Management”) and its affiliates (the “Deerfield Funds”) purchased 3,360,000 public Units in the Initial Public Offering at the Initial Public Offering price (“Affiliated Units”). On July 16, 2020, the Company also entered into a letter agreement (the “Deerfield Letter Agreement”) with Deerfield Management, pursuant to which the Company has agreed to not complete a business combination without the consent of Deerfield Management, which consent Deerfield Management has indicated it does not intend to provide if the Company’s proposed initial business combination is with a target that is not primarily engaged in the healthcare industry. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On May 22, 2020, the Sponsor received 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All share and per-share amounts have been retroactively restated. In June 2020, the Sponsor transferred 50,000 Founder Shares to each of Steven Hochberg, the Company’s Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer, and Richard Barasch, the Company’s Executive Chairman, and 25,000 Founder Shares to each of Dr. Peter J. Fitzgerald, Dr. Linda Grais and Hon. Dr. David J. Shulkin, the Company’s independent director nominees, for the same per-share price initially paid by the Company’s Sponsor, resulting in the Sponsor holding 3,368,750 Founder Shares. 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, as described in more detail below. The initial stockholders collectively own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Of the 3,593,750 Founder Shares outstanding, up to 468,750 Founder Shares would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. 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 consummated the Private Placement of 2,916,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of approximately $4.4 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial business combination. If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loan On May 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $200,000 pursuant to a promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on July 16, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to 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. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $60,000 related to these services. No amounts were due as of December 31, 2020. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities are first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial business combination. For the period from May 8, 2020 (inception) through December 31, 2020, the Company incurred $45,000 related to these services. No amounts were due as of December 31, 2020. 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 (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 8 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 registration rights pursuant to a registration rights agreement entered into on July 21, 2020. The initial stockholders and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. In connection with the signing of the Business Combination Agreement, the Company entered into the Amended and Restated Registration Rights Agreement, which amended and restated in its entirety the existing registration rights agreement described above if the initial Business Combination is consummated. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 1,875,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters fully exercised their over-allotment option on July 21, 2020. The Company paid an underwriting discount of 2.0% of the per Unit offering price, or approximately $2.5 million in the aggregate at the closing of the Initial Public Offering and agreed to pay an additional fee (the “Deferred Underwriting Fees”) of 3.5% of the gross offering proceeds, or approximately $4.4 million in the aggregate 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. With respect to the Affiliated Units, the underwriters received $0.10 per Unit paid upon the closing of the Initial Public Offering, and $0.175 per unit in the deferred underwriting commissions placed in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the 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 | 8 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 2,875,000 and 2,916,667 Public Warrants and Private Placement Warrants, respectively, 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 an effective 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, warrantholders 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 Public Warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, the $18.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00 — 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. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00 — The Company may also redeem the outstanding Public Warrants once they become exercisable: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; and · if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. 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. 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. 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. 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 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. 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 | 8 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 14,375,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 13,174,412 were subject to possible redemption at December 31, 2020, and therefore classified outside of permanent equity. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. In May 2020, the Company issued 2,875,000 shares of Class B common stock to the Sponsor. On June 25, 2020, the Company effected 1:1.25 stock split of Class B common stock resulting in the Sponsor holding an aggregate of 3,593,750 Class B common stock resulting in 3,593,750 shares of Class B common stock outstanding, of which up to 468,750 shares of Class B common stock would have been forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters fully exercised their over-allotment option on July 21, 2020; thus, these shares were no longer subject to forfeiture. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the 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. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The following table presents information about the Company's financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 The fair value of the Public Warrants issued in connection with the Initial 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 since September 2020. The Company recognized $7,178,499 for the derivative warrant liabilities upon their issuance on July 21, 2020. For the period from May 8, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $17,585,649 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020 when the Public Warrants were separately listed and traded. 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 common stock based on historical volatility of select peer companies 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. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % The change in the fair value of the warrant liabilities from May 8, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 10 — 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 period from May 8, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Current Federal $ State Deferred Federal (824,269) State — Valuation allowance 824,269 Income tax provision $ The Company's net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 815,166 Net operating loss carryforwards 9,104 Total deferred tax assets 824,269 Valuation allowance (824,269) 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 period from May 8, 2020 (inception) to December 31, 2020, the valuation allowance was approximately $824,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from May 8, 2020 (inception) through December 31, 2020 is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (17.2) % Change in Valuation Allowance (3.8) % Effective Tax Rate % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The 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 | 8 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 11 — Subsequent Events On January 20, 2021, the Company filed a preliminary proxy in connection with the Proposed Business Combination described in Note 1. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. |
Investments Held in 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. |
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 approximately $0.9 million in cash as of December 31, 2020. |
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, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, 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 accounts for its 5,791,667 common stock warrants issued in connection with its Initial Public Offering (2,875,000) and Private Placement (2,916,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 the Company’s 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,697,997 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 sheet. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 5,791,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes and available working capital allowance which resulted in $0 for the period from May 8, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $21,510,741, less the income attributable to Class A common stock of $0, by the weighted average number of shares of Class B common stock outstanding for the period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Schedule of restatement on the balance sheets, statements of operations and statements of cash flows | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 144,943,445 $ — $ 144,943,445 Liabilities and stockholders’ equity Total current liabilities $ 3,756,068 $ — $ 3,756,068 Deferred underwriting commissions 4,443,250 — 4,443,250 Warrant liabilities — 24,764,148 24,764,148 Total liabilities 8,199,318 24,764,148 32,963,466 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 131,744,120 (24,764,150) 106,979,970 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 120 248 368 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 8,924,620 17,585,403 26,510,023 Accumulated deficit (3,925,092) (17,585,649) (21,510,741) Total stockholders’ equity 5,000,007 2 5,000,009 Total liabilities and stockholders’ equity $ 144,943,445 $ — $ 144,943,445 For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (4,011,654) $ — $ (4,011,654) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (17,585,649) (17,585,649) Interest earned on investments held in Trust Account 86,562 — 86,562 Total other (expense) income 86,562 (17,585,649) (17,499,087) Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 — 14,375,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 3,468,192 — 3,468,192 Basic and Diluted net loss per Class B share $ (1.13) — $ (6.20) For the Period from May 8, 2020 (inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,925,092) $ (17,585,649) $ (21,510,741) Adjustment to reconcile net loss to net cash used in operating activities (86,562) 17,585,649 17,499,087 Net cash used in operating activities (455,648) — (455,648) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 145,032,529 $ — $ 145,032,529 Liabilities and stockholders’ equity Total current liabilities $ 146,941 $ — $ 146,941 Deferred underwriting commissions 4,443,250 — 4,443,250 Derivative warrant liabilities — 8,360,013 8,360,013 Total liabilities 4,590,191 8,360,013 12,950,204 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 135,442,330 (8,360,010) 127,082,320 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A ordinary stock - $0.0001 par value 83 84 167 Class B ordinary stock - $0.0001 par value 359 — 359 Additional paid-in-capital 5,226,447 1,181,427 6,407,874 Accumulated deficit (226,881) (1,181,514) (1,408,395) Total stockholders’ equity 5,000,008 (3) 5,000,005 Total liabilities and stockholders’ equity $ 145,032,529 $ — $ 145,032,529 For the Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (239,727) $ — $ (239,727) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (196,317) $ (1,181,514) $ (1,377,831) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ $ Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.05) $ (0.38) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (270,291) $ — $ (270,291) Other (expense) income: Fair value adjustment on derivative warrant liabilities — (1,181,514) (1,181,514) Interest earned on investments held in Trust Account 43,410 — 43,410 Total other (expense) income 43,410 (1,181,514) (1,138,104) Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Basic and Diluted weighted-average Class A ordinary shares outstanding 14,375,000 14,375,000 Basic and Diluted net loss per Class A share $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 3,593,750 3,593,750 Basic and Diluted net loss per Class B share $ (0.06) $ (0.39) For the period from May 8 (inception) through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (226,881) $ (1,181,514) $ (1,408,395) Adjustment to reconcile net loss to net cash used in operating activities (43,410) 1,181,514 1,138,104 Net cash used in operating activities (376,769) — (376,769) Net cash used in investing activities (143,750,000) — (143,750,000) Net cash provided by financing activities 145,114,359 — 145,114,359 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of financial 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: Investments held in Trust Account U.S. Treasury Bills maturing January 21, 2021 $ 143,836,562 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 11,787,500 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 12,976,648 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of As of July 21, 2020 December 31, 2020 Volatility 25.0 % 25 % Probability of completing a Business Combination 70.0 % 78 % Expected life of the options to convert 5.86 5.42 Risk-free rate 0.35 % 0.42 % Dividend yield % % |
Schedule of change in the fair value of the warrant liabilities | Warrant liabilities at May 8, 2020 (inception) $ — Issuance of Public and Private Warrants 7,178,499 Change in fair value of warrant liabilities 17,585,649 Warrant liabilities at December 31, 2020 $ 24,764,148 |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income tax provision (benefit) | December 31, 2020 Current Federal $ State Deferred Federal (824,269) State — Valuation allowance 824,269 Income tax provision $ |
Schedule of Company's net deferred tax assets | December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 815,166 Net operating loss carryforwards 9,104 Total deferred tax assets 824,269 Valuation allowance (824,269) 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 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (17.2) % Change in Valuation Allowance (3.8) % Effective Tax Rate % |
Organization, Business Operat_2
Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 |
Initial Public Offering | ||
Share price | $ 10 | |
Offering costs | $ 3,035,641 | |
Public Offering | ||
Initial Public Offering | ||
Number of shares issued | 14,375,000 | |
Share price | $ 10 | |
Proceeds from issuance of shares | $ 143,800,000 | |
Offering costs | 7,500,000 | |
Deferred underwriting commissions | $ 4,400,000 | |
Private Placement | ||
Initial Public Offering | ||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 |
Price of warrants | $ 1.50 | |
Proceeds from issuance of warrants | $ 4,400,000 | $ 4,400,000 |
Over-allotment | ||
Initial Public Offering | ||
Number of shares issued | 1,875,000 |
Organization, Business Operat_3
Organization, Business Operations and Basis of Presentation - Trust Account (Details) | 8 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Organization, Business Operations and Basis of Presentation | |
Principal deposited in Trust Account | $ 143,800,000 |
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 |
Maximum net interest to pay dissolution expenses | $ 500,000 |
Minimum net interest to pay dissolution expenses | $ 100,000 |
Organization, Business Operat_4
Organization, Business Operations and Basis of Presentation - Proposed Business Combination (Details) | Dec. 18, 2020USD ($)D$ / sharesshares | Jul. 16, 2020shares | Dec. 31, 2020USD ($)D$ / sharesshares |
Business Acquisition [Line Items] | |||
Price per share | $ / shares | $ 10 | ||
Class A common stock | Second Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout period (in months) | 24 months | ||
CareMax | Class A common stock | First Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | ||
Proposed Business Combination | |||
Business Acquisition [Line Items] | |||
Maximum amount of cash available to the Company in the aggregate, including amounts held in the Trust Account | $ | $ 50,000,000 | ||
Minimum net tangible assets | $ | 5,000,001 | ||
Proposed Business Combination | CareMax | |||
Business Acquisition [Line Items] | |||
Equity interest acquired (as a percent) | 100.00% | ||
Cash consideration, Base amount used for calculation | $ | $ 364,000,000 | ||
Cash consideration, multiplying factor used for determination (as a percent) | 68.00% | ||
Adjustment Escrow Amounts | $ | $ 500,000 | ||
Adjustment Escrow Amounts in cash (as a percent) | 68.00% | ||
Proposed Business Combination | CareMax | First Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares issuable (in shares) | 1,750,000 | ||
Proposed Business Combination | CareMax | Second Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares issuable (in shares) | 1,750,000 | ||
Proposed Business Combination | CareMax | Class A common stock | |||
Business Acquisition [Line Items] | |||
Consideration in shares, Base amount used for calculation | $ | $ 364,000,000 | ||
Consideration in shares, multiplying factor used for determination (as a percent) | 32.00% | ||
Reference price (in dollars per share) | $ / shares | $ 10 | ||
Adjustment Escrow Amounts in shares (as a percent) | 32.00% | ||
Authorized earnout shares (in shares) | 3,500,000 | ||
Proposed Business Combination | CareMax | Class A common stock | Second Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | ||
Proposed Business Combination | CareMax | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | |||
Business Acquisition [Line Items] | |||
Shares issued (in share) | 3,500,000 | ||
Proposed Business Combination | IMC | |||
Business Acquisition [Line Items] | |||
Equity interest acquired (as a percent) | 100.00% | ||
Cash consideration, Base amount used for calculation | $ | $ 250,000,000 | ||
Cash consideration, multiplying factor used for determination (as a percent) | 45.00% | ||
Adjustment Escrow Amounts | $ | $ 1,000,000 | ||
Adjustment Escrow Amounts in cash (as a percent) | 45.00% | ||
Proposed Business Combination | IMC | First Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares issuable (in shares) | 1,450,000 | ||
Proposed Business Combination | IMC | Second Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares issuable (in shares) | 1,450,000 | ||
Proposed Business Combination | IMC | Class A common stock | |||
Business Acquisition [Line Items] | |||
Consideration in shares, Base amount used for calculation | $ | $ 250,000,000 | ||
Consideration in shares, multiplying factor used for determination (as a percent) | 55.00% | ||
Reference price (in dollars per share) | $ / shares | $ 10 | ||
Adjustment Escrow Amounts in shares (as a percent) | 55.00% | ||
Authorized earnout shares (in shares) | 2,900,000 | ||
Earnout period (in months) | 12 months | ||
Proposed Business Combination | IMC | Class A common stock | First Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares, Share Price Trigger | $ / shares | $ 12.50 | ||
Earnout shares, threshold trading days | D | 20 | ||
Earnout shares, threshold trading period | 30 days | ||
Proposed Business Combination | IMC | Class A common stock | Second Earnout Period | |||
Business Acquisition [Line Items] | |||
Earnout shares, Share Price Trigger | $ / shares | $ 15 | ||
Earnout shares, threshold trading days | D | 20 | ||
Earnout shares, threshold trading period | 30 days | ||
Proposed Business Combination | IMC | Class A common stock | If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied | |||
Business Acquisition [Line Items] | |||
Shares issued (in share) | 2,900,000 | ||
Lock-up Agreement | Class A common stock | |||
Business Acquisition [Line Items] | |||
Lock-up period, one | 6 months | ||
Lock-up period, two | 9 months | ||
Lock-up period, three | 12 months | ||
Share price trigger to not transfer the Company's common stock | $ / shares | $ 12.50 | ||
Threshold trading day period to not transfer the Company's common stock | 30 days | ||
Threshold Minimum Calendar Days after Closing Of Business Combination To Not Transfer Company's Common Stock | D | 150 | ||
Subscription Agreements | Class A common stock | |||
Business Acquisition [Line Items] | |||
Number of shares agreed to be issued | 30,500,000 | ||
Price per share | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 305,000,000 | ||
Deerfield Subscription Agreements | Class A common stock | |||
Business Acquisition [Line Items] | |||
Number of shares agreed to be issued | 10,000,000 | ||
Price per share | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 100,000,000 | ||
Consent and Waiver Letter | Class A common stock | Minimum | |||
Business Acquisition [Line Items] | |||
Number of shares issued upon conversion of Class B Common Stock | 1 |
Organization, Business Operat_5
Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating bank account | $ 900,000 | ||
Working capital deficit | 2,600,000 | ||
Tax obligations | 129,913 | ||
Interest income from investments held in Trust Account | $ 43,410 | $ 43,410 | 86,562 |
Contribution from sponsor | 25,000 | ||
Note from sponsor | 200,000 | ||
Working Capital Loans | |||
Amounts outstanding under any Working Capital Loan | $ 0 | ||
Price of warrants (in dollars per share) | $ 1.50 | ||
Maximum | Working Capital Loans | |||
Loans convertible into warrants | $ 1,500,000 | ||
Amounts outstanding under any Working Capital Loan | $ 1,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - $ / shares | Jul. 21, 2020 | Dec. 31, 2020 |
Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issued | 14,375,000 | |
Number of shares in a unit | 1 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Number of warrants in a unit | 0.2 | |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants expiration term (in years) | 5 years | 5 years |
Public warrants | Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 | May 07, 2020 |
BALANCE SHEET | |||||
Total assets | $ 144,943,445 | $ 145,032,529 | |||
Liabilities and stockholders' equity | |||||
Total current liabilities | 3,756,068 | 146,941 | |||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | |||
Derivative warrant liabilities | 24,764,148 | 8,360,013 | |||
Total liabilities | 32,963,466 | 12,950,204 | |||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in capital | 26,510,023 | 6,407,874 | |||
Accumulated deficit | (21,510,741) | (1,408,395) | |||
Total stockholders' equity | 5,000,009 | 5,000,005 | $ 0 | ||
Total Liabilities and Stockholders' Equity | $ 144,943,445 | 145,032,529 | |||
Preferred stock, par value | $ 0.0001 | ||||
Restatement of warrants as derivative liabilities | As Previously Reported | |||||
BALANCE SHEET | |||||
Total assets | $ 144,943,445 | 145,032,529 | |||
Liabilities and stockholders' equity | |||||
Total current liabilities | 3,756,068 | 146,941 | |||
Deferred underwriting commissions | 4,443,250 | 4,443,250 | |||
Total liabilities | 8,199,318 | 4,590,191 | |||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in capital | 8,924,620 | 5,226,447 | |||
Accumulated deficit | (3,925,092) | (226,881) | |||
Total stockholders' equity | 5,000,007 | 5,000,008 | |||
Total Liabilities and Stockholders' Equity | 144,943,445 | 145,032,529 | |||
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||||
Liabilities and stockholders' equity | |||||
Derivative warrant liabilities | 24,764,148 | 8,360,013 | |||
Total liabilities | 24,764,148 | 8,360,013 | |||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in capital | 17,585,403 | 1,181,427 | |||
Accumulated deficit | (17,585,649) | (1,181,514) | |||
Total stockholders' equity | 2 | (3) | |||
Class A common stock | |||||
Stockholders' equity | |||||
Ordinary stock, value | $ 368 | 167 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A common stock | Restatement of warrants as derivative liabilities | As Previously Reported | |||||
Stockholders' equity | |||||
Ordinary stock, value | $ 120 | 83 | |||
Class A common stock | Restatement of warrants as derivative liabilities | Restatement Adjustment | |||||
Stockholders' equity | |||||
Ordinary stock, value | 248 | 84 | |||
Class A common stock subject to possible redemption | |||||
Liabilities and stockholders' equity | |||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 106,979,970 | 127,082,320 | |||
Stockholders' equity | |||||
Common stock subject to possible redemption, par value | $ 0.0001 | ||||
Class A common stock subject to possible redemption | Restatement of warrants as derivative liabilities | As Previously Reported | |||||
Liabilities and stockholders' equity | |||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | $ 131,744,120 | 135,442,330 | |||
Class A common stock subject to possible redemption | Restatement of warrants as derivative liabilities | Restatement Adjustment | |||||
Liabilities and stockholders' equity | |||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (24,764,150) | (8,360,010) | |||
Class B common stock | |||||
Stockholders' equity | |||||
Ordinary stock, value | $ 359 | 359 | |||
Common stock, par value | $ 0.0001 | ||||
Class B common stock | Restatement of warrants as derivative liabilities | As Previously Reported | |||||
Stockholders' equity | |||||
Ordinary stock, value | $ 359 | $ 359 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of Operations (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Operations | |||
Loss from operations | $ (239,727) | $ (270,291) | $ (4,011,654) |
Other (expense) income: | |||
Fair value adjustment on derivative warrant liabilities | (1,181,514) | (1,181,514) | (17,585,649) |
Interest earned on investments held in Trust Account | 43,410 | 43,410 | 86,562 |
Total other (expense) income | (1,138,104) | (1,138,104) | (17,499,087) |
Net loss | (1,377,831) | (1,408,395) | (21,510,741) |
Restatement of warrants as derivative liabilities | As Previously Reported | |||
Statement of Operations | |||
Loss from operations | (239,727) | (270,291) | (4,011,654) |
Other (expense) income: | |||
Interest earned on investments held in Trust Account | 43,410 | 43,410 | 86,562 |
Total other (expense) income | 43,410 | 43,410 | 86,562 |
Net loss | (196,317) | (226,881) | (3,925,092) |
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||
Other (expense) income: | |||
Fair value adjustment on derivative warrant liabilities | (1,181,514) | (1,181,514) | (17,585,649) |
Total other (expense) income | (1,181,514) | (1,181,514) | (17,585,649) |
Net loss | $ (1,181,514) | $ (1,181,514) | (17,585,649) |
Class A common stock | |||
Other (expense) income: | |||
Net loss | $ 0 | ||
Basic and Diluted weighted-average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 |
Basic and Diluted net loss per share | $ 0 | $ 0 | $ 0 |
Class A common stock | Restatement of warrants as derivative liabilities | As Previously Reported | |||
Other (expense) income: | |||
Basic and Diluted weighted-average ordinary shares outstanding | 14,375,000 | 14,375,000 | 14,375,000 |
Basic and Diluted net loss per share | $ 0 | $ 0 | |
Class B common stock | |||
Other (expense) income: | |||
Net loss | $ 21,510,741 | ||
Basic and Diluted weighted-average ordinary shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 |
Basic and Diluted net loss per share | $ (0.38) | $ (0.39) | $ (6.20) |
Class B common stock | Restatement of warrants as derivative liabilities | As Previously Reported | |||
Other (expense) income: | |||
Basic and Diluted weighted-average ordinary shares outstanding | 3,593,750 | 3,593,750 | 3,468,192 |
Basic and Diluted net loss per share | $ (0.05) | $ (0.06) | $ (1.13) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($) | Jul. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (1,377,831) | $ (1,408,395) | $ (21,510,741) | |
Adjustment to reconcile net loss to net cash used in operating activities | 1,138,104 | 17,499,087 | ||
Net cash used in operating activities | (376,769) | (455,648) | ||
Net cash used in investing activities | (143,750,000) | (143,750,000) | ||
Net cash provided by financing activities | 145,114,359 | 145,114,359 | ||
Public and private warrants as liabilities at fair value | $ 7,200,000 | |||
Restatement of warrants as derivative liabilities | As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | (196,317) | (226,881) | (3,925,092) | |
Adjustment to reconcile net loss to net cash used in operating activities | (43,410) | (86,562) | ||
Net cash used in operating activities | (376,769) | (455,648) | ||
Net cash used in investing activities | (143,750,000) | (143,750,000) | ||
Net cash provided by financing activities | 145,114,359 | 145,114,359 | ||
Restatement of warrants as derivative liabilities | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (1,181,514) | (1,181,514) | (17,585,649) | |
Adjustment to reconcile net loss to net cash used in operating activities | $ 1,181,514 | $ 17,585,649 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents, Deferred Offering Costs Associated with the Initial Public Offering (Details) | 8 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies [Line Items] | |
Cash equivalents | $ 900,000 |
Cash equivalents held in the Trust Account | $ 250,000 |
Class A common stock | |
Summary of Significant Accounting Policies [Line Items] | |
Common stock subject to possible redemption, shares | shares | 10,697,997 |
U.S. Treasury Bills maturing January 21, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |
Maximum maturity term of investments | 185 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Redeemable warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants issued | 5,791,667 |
Public warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants issued | 2,875,000 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants issued | 2,916,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net Loss Per Share | |||
Warrants excluded from calculation of EPS | 5,791,667 | ||
Net Income (Loss) | $ (1,377,831) | $ (1,408,395) | $ (21,510,741) |
Class A common stock | |||
Net Loss Per Share | |||
Net Income (Loss) | 0 | ||
Class B common stock | |||
Net Loss Per Share | |||
Net Income (Loss) | $ 21,510,741 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Income Taxes (Details) | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Deferred tax asset | $ 0 |
Unrecognized tax benefits | 0 |
Amounts accrued for the payment of interest and penalties | 0 |
Income tax expense | $ 0 |
Effective tax rate | 0.00% |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | May 31, 2020 |
Initial Public Offering | ||||
Price per share | $ 10 | |||
Offering costs | $ 3,035,641 | |||
Class A common stock | ||||
Initial Public Offering | ||||
Number of shares in a unit | 1 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of warrants in a unit | 0.20 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Public Offering | ||||
Initial Public Offering | ||||
Sale of units in initial public offering, gross (in shares) | 14,375,000 | |||
Price per share | $ 10 | |||
Proceeds from issuance of shares | $ 143,800,000 | |||
Offering costs | 7,500,000 | |||
Deferred underwriting commissions in connection with the initial public offering | $ 4,400,000 | |||
Number of shares in a unit | 1 | |||
Common stock, par value | $ 0.0001 | |||
Number of warrants in a unit | 0.2 | |||
Public Offering | Deerfield Funds | ||||
Initial Public Offering | ||||
Sale of units in initial public offering, gross (in shares) | 3,360,000 | |||
Over-allotment | ||||
Initial Public Offering | ||||
Sale of units in initial public offering, gross (in shares) | 1,875,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jun. 25, 2020shares | May 22, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 21, 2020 |
Related Party Transactions | |||||
Capital contribution | $ | $ 25,000 | ||||
Percentage owned by initial stockholders after the IPO | 20.00% | ||||
Class B common stock | |||||
Related Party Transactions | |||||
Total number of shares after stock split (in shares) | 3,593,750 | ||||
Number of shares subject to forfeiture (in shares) | 468,750 | ||||
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) | $ / shares | $ 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 Transactions | |||||
Number of shares issued (in shares) | 2,875,000 | ||||
Capital contribution | $ | $ 25,000 | ||||
Capital contribution (in dollars per share) | $ / shares | $ 0.009 | ||||
Stock split | 1.25 | ||||
Number of shares held (in shares) | 3,368,750 | ||||
Number of shares held after stock split (in shares) | 3,593,750 | ||||
Number of shares subject to forfeiture (in shares) | 468,750 | ||||
Class B common stock | Sponsor | Steven Hochberg | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 50,000 | ||||
Class B common stock | Sponsor | Christopher Wolfe | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 50,000 | ||||
Class B common stock | Sponsor | Richard Barasch | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 50,000 | ||||
Class B common stock | Sponsor | Dr. Peter J. Fitzgerald | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 25,000 | ||||
Class B common stock | Sponsor | Dr. Linda Grais | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 25,000 | ||||
Class B common stock | Sponsor | Hon. Dr. David J. Shulkin | |||||
Related Party Transactions | |||||
Number of shares transferred (in shares) | 25,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2020 | Dec. 31, 2020 |
Class A common stock | ||
Related Party Transactions | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Placement | ||
Related Party Transactions | ||
Number of warrants to purchase shares issued (in shares) | 2,916,667 | 2,916,667 |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds from issuance of warrants | $ 4.4 | $ 4.4 |
Private Placement | Class A common stock | ||
Related Party Transactions | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Ot
Related Party Transactions - Other Transactions (Details) - USD ($) | May 22, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Related Party Transactions | |||
Proceeds from note payable to related party | $ 200,000 | ||
Total expenses incurred | 105,000 | ||
Sponsor Loans | |||
Related Party Transactions | |||
Proceeds from note payable to related party | 200,000 | ||
Sponsor Loans | Maximum | |||
Related Party Transactions | |||
Amounts of transaction | $ 200,000 | ||
Administrative Services Agreement | |||
Related Party Transactions | |||
Expenses per month | 10,000 | ||
Total expenses incurred | 60,000 | ||
Amounts due | $ 0 | 0 | |
Wolfe Strategic Services Agreement | |||
Related Party Transactions | |||
Expenses per month | 7,500 | ||
Total expenses incurred | 0 | ||
Amounts due | $ 0 | 0 | |
Working Capital Loans | |||
Related Party Transactions | |||
Proceeds from note payable to related party | $ 0 | ||
Price of warrants (in dollars per share) | $ 1.50 | $ 1.50 | |
Working Capital Loans | Maximum | |||
Related Party Transactions | |||
Loans convertible into warrants | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 | Sep. 30, 2020 |
Commitments and Contingencies | |||
Underwriting discount (as a percent) | 2.00% | ||
Underwriting discount paid | $ 2,500,000 | ||
Deferred underwriting fees (as a percent) | 3.50% | ||
Deferred underwriting fees | $ 4,443,250 | $ 4,443,250 | |
Underwriting Discount Per Unit | $ 0.10 | ||
Deferred underwriting commissions per unit (in dollars per share) | $ 0.175 | ||
Over-allotment | |||
Commitments and Contingencies | |||
Overallotment option period | 45 days | ||
Units Issued During Period, Shares, New Issues | 1,875,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 8 Months Ended | |
Dec. 31, 2020D$ / sharesshares | Jul. 21, 2020 | |
Warrants | ||
Price per share | $ 10 | |
Public warrants | ||
Warrants | ||
Number of warrants, outstanding | shares | 2,875,000 | |
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 | 5 years |
Issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Trading days determining volume weighted average price | 20 days | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Price per share | $ 11.50 | |
Number of trading days on which fair market value of shares is reported | D | 10 | |
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||
Warrants | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 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 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Public warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||
Warrants | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold business days before sending notice of redemption to warrant holders | 3 days | |
Adjustment of redemption price of stock based on market value (as a percent) | 180.00% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Private Placement Warrants | ||
Warrants | ||
Number of warrants, outstanding | shares | 2,916,667 | |
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 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Jun. 25, 2020shares | Dec. 31, 2020$ / sharesshares | Jun. 30, 2020$ / shares | May 31, 2020$ / sharesshares |
Class A common stock | ||||
Common Stock | ||||
Common shares, shares authorized (in shares) | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 3,677,003 | |||
Common Stock, Shares, Outstanding | 3,677,003 | |||
Common shares, outstanding including shares subject to possible redemption | 14,375,000 | |||
Common stock, shares subject to possible redemption | 13,174,412 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | |||
Class B common stock | ||||
Common Stock | ||||
Common shares, shares authorized (in shares) | 10,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, shares issued (in shares) | 3,593,750 | 2,875,000 | ||
Common Stock, Shares, Outstanding | 3,593,750 | |||
Common shares, votes per share | $ / shares | $ 1 | |||
Number of shares subject to forfeiture (in shares) | 468,750 | |||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | |||
Class B common stock | Sponsor | ||||
Common Stock | ||||
Common shares, shares authorized (in shares) | 3,593,750 | |||
Common Stock, Shares, Outstanding | 3,593,750 | |||
Stock split | 1.25 | |||
Number of shares subject to forfeiture (in shares) | 468,750 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Liabilities: | ||
Derivative warrant liabilities | $ 24,764,148 | $ 8,360,013 |
Measured on a recurring basis | Level 1 | ||
Assets: | ||
Assets held in Trust Account | 143,836,562 | |
Measured on a recurring basis | Level 1 | Public warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 11,787,500 | |
Measured on a recurring basis | Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 12,976,648 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2020Y | Jul. 21, 2020Y |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 25 | 25 |
Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 78 | 70 |
Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 5.42 | 5.86 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.42 | 0.35 |
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 Warrant Liabilities (Details) - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | $ 7,200,000 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | $ 7,178,499 | |
Change in fair value of warrant liabilities | 17,585,649 | |
Warrant liabilities at December 31, 2020 | $ 24,764,148 |
Income Taxes - Components of in
Income Taxes - Components of income tax provision (benefit) (Details) | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (824,269) |
Valuation allowance | 824,269 |
Income tax provision | $ 0 |
Income Taxes - Company's net de
Income Taxes - Company's net deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 815,166 |
Net operating loss carryforwards | 9,104 |
Total deferred tax assets | 824,269 |
Valuation allowance | (824,269) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate reconciliation (Details) | 8 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Statutory Federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | (17.20%) |
Change in Valuation Allowance | (3.80%) |
Effective Tax Rate | 0.00% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Unrecognized tax benefits | $ 0 |
Amounts accrued for the payment of interest and penalties | $ 0 |