Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 10, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | FG New America Acquisition Corp. | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001818502 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FGNA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 24,356,375 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,943,750 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Trading Symbol | FGNA.U | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock | |
Trading Symbol | FGNA WS | |
Security Exchange Name | NYSE |
Balance Sheet
Balance Sheet | Sep. 30, 2020USD ($) |
Current assets | |
Deferred offering costs | $ 1,608,028 |
Other deferred expenses | 323,237 |
Cash | 27,102 |
Total current assets | 1,958,367 |
TOTAL ASSETS | 1,958,367 |
Current liabilities | |
Accrued offering costs | 1,505,130 |
Accounts payable | 324,237 |
Notes payable | 100,000 |
Total current liabilities | 1,929,367 |
TOTAL LIABILITIES | 1,929,367 |
STOCKHOLDERS' EQUITY | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A common stock, $0.0001 par value; 380,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 29,353 |
Accumulated deficit | (1,000) |
Total Stockholder's Equity | 29,000 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | 1,958,367 |
Class A Common Stock | |
STOCKHOLDERS' EQUITY | |
Common Stock | |
Class B Common Stock | |
STOCKHOLDERS' EQUITY | |
Common Stock | $ 647 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Sep. 30, 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, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 6,468,750 |
Common stock, shares outstanding | 6,468,750 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | |
Statement of Operations | ||
Formation costs | $ 1,000 | $ 1,000 |
Net Loss | $ (1,000) | $ (1,000) |
Weighted average common shares outstanding | ||
Basic and diluted | 4,891,304 | 4,545,455 |
Basic and diluted net loss per share | $ (0.0002) | $ (0.0002) |
Statement of Operations (Parent
Statement of Operations (Parenthetical) | 3 Months Ended |
Sep. 30, 2020shares | |
Number of shares subject to forfeiture (in shares) | 843,750 |
Over-allotment Option | |
Number of shares subject to forfeiture (in shares) | 843,750 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 3 months ended Sep. 30, 2020 - USD ($) | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Jun. 23, 2020 | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jun. 23, 2020 | [1] | 0 | |||
Common shares issued to initial shareholder | [2] | $ 647 | 29,353 | 30,000 | |
Common shares issued to initial shareholder (in shares) | [2] | 6,468,750 | |||
Net loss | (1,000) | (1,000) | |||
Balance at the ending at Sep. 30, 2020 | $ 647 | $ 29,353 | $ (1,000) | $ 29,000 | |
Balance at the ending (in shares) at Sep. 30, 2020 | 6,468,750 | ||||
[1] | Same balances as of July 1, 2020. | ||||
[2] | Includes 525,000 shares of Class B common stock that were forfeited upon partial exercise of over-allotment option by the underwriters on October 14, 2020. |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parenthetical) | Oct. 14, 2020shares |
Class B Common Stock | Subsequent Event | |
Number of shares forfeited (in shares) | 525,000 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,000) |
Changes in operating assets and liabilities: | |
Other deferred expenses | (323,237) |
Accounts payable | 324,237 |
Net cash provided by operating activities | 0 |
Cash Flows from Financing Activities: | |
Proceeds from promissory note | 100,000 |
Proceeds from sale of shares of common stock to initial shareholder | 30,000 |
Payment of offering costs | (102,898) |
Net cash provided by financing activities | 27,102 |
Net increase in cash | 27,102 |
Cash at beginning of period | 0 |
Cash at end of period | 27,102 |
Supplemental disclosure for non-cash financing activities: | |
Accrual of offering costs | $ 1,505,130 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Sep. 30, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS. | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG New America Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 24, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2020, the Company had not yet commenced any operations. All activity through September 30, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective September 29, 2020. On October 2, 2020 the Company consummated the Initial Public Offering of 22,500,000 units at $10.00 per unit, (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) generating gross proceeds of $225,000,000, which is discussed in Note 3. In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,375,000 Units to cover over-allotments, if any. On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units, generating gross proceeds of $12,750,000. In connection with the partial exercise of the over-allotment option by the underwriters, the Company’s sponsor, FG New America Investors LLC (the “Sponsor”), forfeited 525,000 shares of Class B common stock on October 14, 2020. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of i) 3,848,750 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, ii) the sale of 1,512,500 $15.00 exercise price warrants (the “$15 Private Warrants”, and together with $11.50 Private Warrants the “Private Warrants”) at a price of $0.10 per $15 Private Warrant, and iii) the sale of 462,500 units at $10.00 per unit (the “Private Units”) in a private placement to the Sponsor. Each Private Unit consists of one share of Class A common stock and one-half of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. Initial Public Offering costs amounted to $1,608,028 consisting of $1,000,000 of underwriting fees, and $608,028 of other offering costs. These costs are deferred as of September 30, 2020. In addition, underwriters also received an aggregate of 118,875 Units, with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account (as defined below). In addition to the offering costs, after the closing of the Initial Public Offering on Oct 2, 2020 the Company also paid $300,037 for directors and officers insurance coverage. Following the closing of the Initial Public Offering and the private placements of Private Warrants and Private Units on October 2, 2020, as well as the closing of the over-allotment option on October 14, 2020, an amount of $243,375,000 from the net proceeds of the sale of Units in the Initial Public Offering (including proceeds from the partial exercise of the over-allotment option) and the sale of Private Warrants and Private Units was placed in a trust account (“Trust Account”) that will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Units are listed on the New York Stock Exchange (“NYSE”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Charter”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Following the consummation of the Initial Public Offering on Oct 2, 2020, a portion of the Public Shares will be recorded at redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” in order for the Company to maintain net tangible assets of at least $5,000,001. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Charter, offer such redemption pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any shares of Class A common stock underlying the Private Units, and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Charter with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any shares of Class A common stock underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Charter relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company has until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (as such period may be extended pursuant to the Charter, the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share (but only $10.00 per share for the Units sold pursuant to the underwriters’ over-allotment option), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020. Deferred Offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that are charged to stockholders equity upon the completion of the Initial Public Offering. As of September 30, 2020, deferred offering costs amounted to $1,608,028 (including $1,000,000 of underwriting fees), which were charged to stockholders’ equity upon the completion of Initial Public Offering on October 2, 2020. In addition, underwriters also received an aggregate of 118,875 Units at closing of the Initial Public Offering and the over-allotment option, with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2020 and no amounts accrued for interest and penalties. 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. Net loss 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, excluding shares of common stock subject to forfeiture by the Initial Stockholders. As of September 30, 2020 weighted average shares were reduced for the effect of an aggregate of 843,750 shares that were subject to forfeiture by Initial Stockholders if the over-allotment option is not exercised by the underwriters (see Note 5). In connection with the partial exercise of the over-allotment option by the underwriters, the Sponsor actually forfeited 525,000 shares of Class B common stock on October 14, 2020. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Sep. 30, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020. On October 2, 2020, the Company consummated the Initial Public Offering of 22,500,000 Units at a purchase price of $10.00 per Unit generating gross proceeds of $225,000,000 from the sale of the Units. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7). On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units, generating additional gross proceeds of $12,750,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Sep. 30, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT On October 2, 2020 simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,848,750 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, 1,512,500 $15 Private Warrants at a price of $0.10 per $15 Private Warrant, and 462,500 Private Units at a price of $10.00 per Private Unit, in each case, from the Company in a private placement. The aggregate gross proceeds from the sale of Private Warrants and Private Units were $8,625,000, part of which was placed in the Trust Account along with the Initial Public Offering gross proceeds. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants and the Private Unit Warrants will expire worthless. The Private Warrants and the Private Unit Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Initial Stockholders or the permitted transferees. Each Private Warrant and Private Unit Warrant will entitle the holder to purchase one share of common stock at its respective exercise price. Also, simultaneously with the closing of the Initial Public Offering on October 2, 2020, the Company completed the private placement of an aggregate of 112,500 Units to the underwriters. In connection with the exercise of underwriters’ over-allotment option on October 14, 2020, the Company also issued an additional 6,375 Units to the underwriters for an aggregate of 118,875 Units. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 13, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock (the “Founder Shares”) to the Initial Stockholders for an aggregate purchase price of $30,000 in cash. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares. As of September 30, 2020, the Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the securities underlying the Private Warrants, the Private Units and the Units issued to underwriters). In connection with the partial exercise of the over-allotment option by the underwriters on October 14, 2020, the Sponsor forfeited 525,000 Founder Shares on October 14, 2020. The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30‑trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Note On July 13, 2020, the Company issued a non-interest bearing unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 from time to time. As of September 30, 2020, there was $100,000 balance outstanding under the Promissory Note. The Promissory Note was fully paid off at the completion of the Initial Public Offering on October 2, 2020. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on September 29, 2020 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 29, 2020, the holders of the Founder Shares, the Private Units and Private Warrants (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45‑day option to purchase up to 3,375,000 additional Units to cover over-allotments at the Initial Public Offering price. On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units. Subject to certain conditions, on September 29, 2020 the Company granted underwriters for a period beginning on the closing of the Initial Public Offering and ending on the later of 24 months after the closing of the Initial Public Offering and 12 months after the consummation of our Business Combination, a right of first refusal to act as (i) exclusive financial advisor in connection with all of the Company’s proposed business combinations for a fee of up to 3.5% of the proceeds of the Initial Public Offering (subject to the Company’s right to allocate up to 50% of such fee to another financial institution or extinguish such amount in Company’s sole discretion), and (ii) sole investment banker, sole book-runner and/or sole placement agent, at underwriters’ sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such period for the Company or any successor to it or any of its subsidiaries, on terms agreed to by both the Company and underwriters in good faith. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY 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 September 30, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock, par value $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2020, there were no shares of Class A common stock issued and outstanding. Following the closing of the Initial Public Offering and the private placement of Private Units on October 2, 2020, as well as the closing of the over-allotment option on October 14, 2020, there were 1,069,181 shares of Class A common stock issued and outstanding, excluding 23,287,194 shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock, par value $0.0001 per share. On July 13, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock as Founder Shares to the Initial Stockholders for an aggregate purchase price of $30,000 in cash. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares. As of September 30, 2020, the Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the securities underlying the Private Warrants, the Private Units and the Units issued to underwriters). In connection with the partial exercise of the over-allotment option by the underwriters on October 14, 2020, the Sponsor forfeited 525,000 Founder Shares on October 14, 2020. Holders of the Company’s Class B common stock are entitled to one vote for each share. With respect to any matter submitted to a vote of the Company’s stockholders, including any vote in connection with the Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) such that: i) the numerator shall be equal to the sum of (A) 25% of all shares of Class A common stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Company, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B common stock issued and outstanding prior to the closing of the Business Combination; and ii) the denominator shall be the number of shares of Class B common stock issued and outstanding prior to the closing of the Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, and will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering. The Public Warrants will expire on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants i) at a redemption price of $0.01 per warrant, ii) at any time after the Public Warrants become exercisable, iii) upon a minimum of 30 days’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such Public Warrants at the time of redemption and for the entire 30‑day trading period referred to above and continuing each day thereafter until the date of redemption. The $11.50 Private Warrants have terms similar to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the $11.50 Private Warrants are issued as a whole warrant having one common stock underlying each $11.50 Private Warrant (as compared to one-half of one Public Warrant included in each Unit sold in the Initial Public Offering), will be non-redeemable and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $15 Private Warrants entitle the holder to purchase one share of Class A common stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants have terms similar to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Unit Warrants are non-redeemable and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020. As discussed above in more detail, On October 2, 2020 the Company consummated the Initial Public Offering of 22,500,000 Units, and issued an additional 1,275,000 Units on October 14, 2020 pursuant to the partial exercise of underwriters’ over-allotment option. Simultaneously with the closing of the Initial Public Offering on October 2, 2020, the Company consummated the sale of Private Warrants and Private Units in a private placement to the Sponsor. In connection with the partial exercise of underwriters’ over-allotment option on October 14, 2020, the Company also issued an additional 6,375 Units to the underwriters for an aggregate of 118,875 Units and the Sponsor forfeited 525,000 Founder Shares. . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020. |
Deferred Offering costs | Deferred Offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that are charged to stockholders equity upon the completion of the Initial Public Offering. As of September 30, 2020, deferred offering costs amounted to $1,608,028 (including $1,000,000 of underwriting fees), which were charged to stockholders’ equity upon the completion of Initial Public Offering on October 2, 2020. In addition, underwriters also received an aggregate of 118,875 Units at closing of the Initial Public Offering and the over-allotment option, with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2020 and no amounts accrued for interest and penalties. 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. |
Net loss per share | Net loss 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, excluding shares of common stock subject to forfeiture by the Initial Stockholders. As of September 30, 2020 weighted average shares were reduced for the effect of an aggregate of 843,750 shares that were subject to forfeiture by Initial Stockholders if the over-allotment option is not exercised by the underwriters (see Note 5). In connection with the partial exercise of the over-allotment option by the underwriters, the Sponsor actually forfeited 525,000 shares of Class B common stock on October 14, 2020. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Oct. 14, 2020 | Oct. 14, 2020 | Oct. 02, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 102,898 | |||
$11.50 Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 11.50 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
$15 Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant (in shares) | 1 | |||
Class A Common Stock | $15 Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 15 | |||
Exercise price of warrants (in dollars per share) | $ 15 | |||
Number of shares issuable per warrant (in shares) | 1 | |||
Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Additional units issued to underwriters | 118,875 | 118,875 | ||
Payments for directors and officers insurance coverage | $ 300,037 | |||
Investment of cash into trust account | $ 243,375,000 | |||
Subsequent Event | $11.50 Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase the shares issued (in shares) | 3,848,750 | |||
Price of warrants | $ 1 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Subsequent Event | $15 Private Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase the shares issued (in shares) | 1,512,500 | |||
Price of warrants | $ 0.10 | |||
Exercise price of warrants (in dollars per share) | $ 15 | |||
Subsequent Event | Class B Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares forfeited (in shares) | 525,000 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 1,608,028 | |||
Cash underwriting fee | 1,000,000 | |||
Other offering cost | $ 608,028 | |||
Percentage of aggregate fair market value of assets | 80.00% | |||
Ownership interest to be acquired on post-transaction company | 50.00% | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Per share value of residual assets in trust account | $ 10.25 | |||
IPO | Subsequent Event | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 22,500,000 | |||
Proceeds from issuance of shares | $ 225,000,000 | |||
Share price | $ 10 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant (in shares) | 1 | |||
Over-allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Per share value of residual assets in trust account | $ 10 | |||
Over-allotment Option | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of shares | $ 12,750,000 | |||
Over-allotment Option | Subsequent Event | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,275,000 | |||
Proceeds from issuance of shares | $ 12,750,000 | |||
Additional units agreed to be issued | 3,375,000 | 3,375,000 | ||
Private Placement | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 462,500 | |||
Share price | $ 10 | |||
Number of warrants to purchase the shares issued (in shares) | 462,500 | |||
Price of warrants | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant (in shares) | 1 | |||
Additional units issued to underwriters | 6,375 | 112,500 | ||
Private Placement | Subsequent Event | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 14, 2020 | Oct. 02, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Offering cost | $ 102,898 | ||
Underwriting fees | $ 1,000,000 | ||
Number of shares subject to forfeiture (in shares) | 843,750 | ||
Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional units issued to underwriters | 118,875 | 118,875 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering cost | $ 1,608,028 | ||
Class B Common Stock | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares forfeited (in shares) | 525,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Subsequent Event - USD ($) | Oct. 14, 2020 | Oct. 02, 2020 |
IPO | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 22,500,000 | |
Share price | $ 10 | |
Proceeds from issuance of shares | $ 225,000,000 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Over-allotment Option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of shares | $ 12,750,000 | |
Over-allotment Option | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 1,275,000 | |
Proceeds from issuance of shares | $ 12,750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Oct. 14, 2020 | Oct. 02, 2020 | Sep. 30, 2020 |
$11.50 Private Warrants | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
$15 Private Warrants | |||
Number of shares issuable per warrant (in shares) | 1 | ||
Subsequent Event | |||
Additional units issued to underwriters | 118,875 | 118,875 | |
Subsequent Event | $11.50 Private Warrants | |||
Number of warrants issued | 3,848,750 | ||
Price of warrants | $ 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Subsequent Event | $15 Private Warrants | |||
Number of warrants issued | 1,512,500 | ||
Price of warrants | $ 0.10 | ||
Exercise price of warrants (in dollars per share) | $ 15 | ||
Private Placement | Subsequent Event | |||
Number of warrants issued | 462,500 | ||
Price of warrants | $ 10 | ||
Aggregate gross proceeds | $ 8,625,000 | ||
Additional units issued to underwriters | 6,375 | 112,500 | |
Number of shares issuable per warrant (in shares) | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder share (Details) - USD ($) | Aug. 07, 2020 | Jul. 13, 2020 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||
Proceeds from issuance of Class B common stock to Sponsor | $ 30,000 | ||
Number of shares subject to forfeiture (in shares) | 843,750 | ||
Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||
Class B Common Stock | Founder Shares | |||
Related Party Transaction [Line Items] | |||
Proceeds from issuance of Class B common stock to Sponsor | $ 30,000 | ||
Number of shares transferred to Company's management and board of directors | 1,250,000 | ||
Number of shares held | 5,218,750 | ||
Class B Common Stock | Founder Shares | Sponsor | |||
Related Party Transaction [Line Items] | |||
Common shares issued to initial shareholder (in shares) | 6,468,750 | ||
Proceeds from issuance of Class B common stock to Sponsor | $ 30,000 | ||
Number of shares transferred to Company's management and board of directors | 1,250,000 | ||
Number of shares held | 5,218,750 | ||
Number of shares subject to forfeiture (in shares) | 843,750 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Number of shares forfeited (in shares) | 525,000 | ||
Threshold percentage of shares accepted to not transfer, assign or sell after the completion of the initial business combination | 50.00% | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 12 months | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promisary note administrative support agreement (Details) - USD ($) | Sep. 30, 2020 | Sep. 29, 2020 | Jul. 13, 2020 |
Related Party Transaction [Line Items] | |||
Notes payable | $ 100,000 | ||
Promissory Note | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding Balance | $ 100,000 | ||
Administrative Services Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - shares | Oct. 14, 2020 | Oct. 14, 2020 | Oct. 02, 2020 | Sep. 29, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Threshold period after the closing of the Initial Public Offering for underwriters right to first refusal to act as exclusive financial advisor | 24 months | |||
Threshold period after the consummation of Business Combination for underwriters right to first refusal to act as exclusive financial advisor | 12 months | |||
Maximum underwriter's fee (as a percent) | 3.50% | |||
Maximum of underwriter's fee to be allocated to another financial institution (as a percent) | 50.00% | |||
Over-allotment Option | Class A Common Stock | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Additional units agreed to be issued | 3,375,000 | 3,375,000 | ||
Number of shares issued | 1,275,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) | Sep. 30, 2020$ / sharesshares |
STOCKHOLDERS' EQUITY | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - USD ($) | Oct. 14, 2020 | Aug. 07, 2020 | Jul. 13, 2020 | Sep. 30, 2020 | Oct. 14, 2020 |
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 30,000 | ||||
Promissory Note | |||||
Class of Stock [Line Items] | |||||
Maximum Borrowing Capacity Of Related Party Promissory Note | $ 300,000 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 380,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, number of votes per share | $ 1 | ||||
Percentage of shares issued or issuable (as a percent) | 25.00% | ||||
Common stock, shares issued | 0 | ||||
Common stock, shares outstanding | 0 | ||||
Class A Common Stock | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 1,069,181 | 1,069,181 | |||
Common stock, shares outstanding | 1,069,181 | 1,069,181 | |||
Common stock, shares subject to forfeiture (in shares) | 23,287,194 | 23,287,194 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares issued | 6,468,750 | ||||
Common stock, shares outstanding | 6,468,750 | ||||
Common stock, shares subject to forfeiture (in shares) | 843,750 | ||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||
Class B Common Stock | Founder Shares | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 6,468,750 | ||||
Proceeds from Issuance of Common Stock | $ 30,000 | ||||
Number of shares transferred to Company's management and board of directors | 1,250,000 | ||||
Number of shares held | 5,218,750 | ||||
Class B Common Stock | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Number of shares forfeited (in shares) | 525,000 | ||||
Class B Common Stock | Subsequent Event | Founder Shares | |||||
Class of Stock [Line Items] | |||||
Number of shares forfeited (in shares) | 525,000 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) | 3 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of warrants | 3 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Threshold number of trading days before sending notice of redemption to warrant holders | 20 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants in a unit | shares | 1 |
Public Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Number of shares issuable per warrant (in shares) | shares | 1 |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Redemption price per warrant (in dollars per share) | 0.01 |
$11.50 Private Warrants | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | 11.50 |
Redemption price per warrant (in dollars per share) | 11.50 |
Newly Issued Price (in dollars per share) | 11.50 |
$11.50 Private Warrants | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
$15 Private Warrants | |
Class of Warrant or Right [Line Items] | |
Number of shares issuable per warrant (in shares) | shares | 1 |
$15 Private Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Number of shares issuable per warrant (in shares) | shares | 1 |
Exercise price of warrants (in dollars per share) | $ 15 |
Exercisable term of warrants | 10 years |
Newly Issued Price (in dollars per share) | $ 15 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 15.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - shares | Oct. 14, 2020 | Oct. 02, 2020 |
Subsequent Event [Line Items] | ||
Additional units issued to underwriters | 118,875 | 118,875 |
Private Placement | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 462,500 | |
Additional units issued to underwriters | 6,375 | 112,500 |
Class A Common Stock | IPO | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 22,500,000 | |
Class A Common Stock | Over-allotment Option | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 1,275,000 | |
Class B Common Stock | ||
Subsequent Event [Line Items] | ||
Number of shares forfeited (in shares) | 525,000 | |
Founder Shares | Class B Common Stock | ||
Subsequent Event [Line Items] | ||
Number of shares forfeited (in shares) | 525,000 |