Document and Entity Information
Document and Entity Information - shares | 1 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Transition Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | 5:01 Acquisition Corp. | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FVAM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001823465 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A | ||
Entity Common Stock, Shares Outstanding | 8,621,399 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 2,300,000 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Sep. 30, 2020USD ($) | |
Current assets: | ||
Cash | $ 288,700 | |
Total current assets | 288,700 | |
Deferred offering costs associated with initial public offering | 323,366 | |
Total Assets | 612,066 | |
Current liabilities: | ||
Accounts payable | 275,902 | |
Accrued expenses | 17,500 | |
Franchise tax payable | 16,488 | |
Note payable - related party | 300,000 | |
Total current liabilities | 609,890 | |
Commitments and Contingencies | ||
Stockholder's Equity: | ||
Preferred stock, $0.0001 par value 10,000,000 shares authorized none issued and outstanding | ||
Additional paid-in capital | 19,770 | |
Accumulated deficit | (17,824) | |
Total stockholder's equity | 2,176 | |
Total Liabilities and Stockholder's Equity | 612,066 | |
Class B | ||
Stockholder's Equity: | ||
Common Stock | 230 | [1] |
Total stockholder's equity | $ 230 | |
[1] | This number included up to 300,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 256,273 shares of Class A common stock; thus, only 235,932 shares of Class B common stock remain subject to forfeiture. |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Nov. 12, 2020 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class A | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Class A | Over-allotment option | ||
Number of shares issued | 256,273 | |
Class B | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | |
Common stock, shares issued | 2,064,068 | |
Common stock, shares outstanding | 2,064,068 | |
Maximum shares subject to forfeiture | 300,000 | |
Shares forfeited | 235,932 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 1 Months Ended | |
Sep. 30, 2020USD ($)$ / sharesshares | ||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | ||
General and administrative expenses | $ 1,336 | |
Franchise tax expense | 16,488 | |
Net loss | $ (17,824) | |
Weighted average shares outstanding, basic and diluted | shares | 2,000,000 | [1] |
Basic and diluted net loss per share | $ / shares | $ (0.01) | |
[1] | This number excluded an aggregate of up to 300,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 256,273 shares of Class A common stock; thus, only 235,932 shares of Class B common stock remain subject to forfeiture. |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - shares | Nov. 12, 2020 | Sep. 30, 2020 |
Class A | Over-allotment option | ||
Purchase of shares | 256,273 | |
Class B | ||
Shares subject to forfeiture | 300,000 | |
Shares forfeited | 235,932 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 1 months ended Sep. 30, 2020 - USD ($) | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Accumulated Deficit | Class B | Total | |
Balance at the beginning at Aug. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Aug. 30, 2020 | 0 | 0 | |||||
Issuance of common stock to Sponsor | [1] | 19,770 | 230 | 20,000 | |||
Issuance of common stock to Sponsor (in shares) | [1] | 2,300,000 | |||||
Net loss | (17,824) | (17,824) | |||||
Balance at the ending at Sep. 30, 2020 | $ 19,770 | $ (17,824) | $ 230 | $ 2,176 | |||
Balance at the ending (in shares) at Sep. 30, 2020 | 2,300,000 | ||||||
[1] | This number included up to 300,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 256,273 shares of Class A common stock; thus only 235,932 shares of Class B common stock remain subject to forfeiture. |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Nov. 12, 2020 | Sep. 30, 2020 |
Class A | Over-allotment option | ||
Purchase of shares | 256,273 | |
Class B | ||
Shares subject to forfeiture | 300,000 | |
Shares forfeited | 235,932 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 1 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (17,824) |
Changes in operating assets and liabilities: | |
Accounts payable | 1,336 |
Franchise tax payable | 16,488 |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor | 20,000 |
Proceeds received from note payable - related party | 300,000 |
Deferred offering costs paid | (31,300) |
Net cash provided by financing activities | 288,700 |
Net change in cash | 288,700 |
Cash - beginning of the period | 0 |
Cash - end of the period | 288,700 |
Supplemental disclosure of noncash activities: | |
Deferred offering costs included in accounts payable | 274,566 |
Deferred offering costs included in accrued expenses | $ 17,500 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 1 Months Ended |
Sep. 30, 2020 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation 5:01 Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from August 31, 2020 (inception) through September 30, 2020 relates to the Company’s formation and preparation for the Initial Public Offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is 5:01 Acquisition LLC, an entity affiliated with two of the Company’s directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective October 13, 2020. On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 shares of Class A common stock (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of $2.8 million in deferred underwriting commissions (Note 5). The underwriter was granted a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the over-allotment option and on November 12, 2020 and purchased an additional 256,273 shares of Class A common stock (the “Additional Shares”), generating gross proceeds of approximately $2.6 million (the “Over-Allotment”). The Company incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees). The underwriter’s over-allotment option remains exercisable as to 943,727 shares. Concurrently with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 360,000 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $3.6 million (Note 4). Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase by Sponsor of an additional 5,126 Private Placement Shares at a price of $10.00 per share, generating gross proceeds to the Company of approximately $51,000. If the over-allotment option is exercised as to any additional shares, the Sponsor will purchase an additional amount of up to 18,874 Private Placement Shares at a price of $10.00 per share. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, approximately $83.0 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States, and invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 16, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares (including any Public Shares in the Initial Public Offering or any Public Shares or shares that the initial stockholders or their affiliates purchased in the Initial Public Offering or later acquired in the open market or in private transactions), 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 practicable following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from August 31, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Reports on Form 8‑K and the final prospectus filed by the Company with the SEC on November 18, 2020, October 22, 2020 and October 14, 2020, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any 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. Liquidity and Capital Resources As of September 30, 2020, the Company had approximately $289,000 in its operating bank account, and working capital deficit of approximately $321,000. Prior to September 30, 2020, the Company’s liquidity needs were satisfied through a capital contribution of $20,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note of $300,000 (see Note 4). Subsequent to September 30, 2020, the liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 16, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2020. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on October 16, 2020. 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, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 300,000 shares of Class B common stock that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriter (see Note 6). Upon the partial exercise of the Over-Allotment for the sale of the Additional Shares on November 12, 2020, 64,068 of these shares of Class B common stock were no longer subject to forfeiture by the Sponsor. 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 31, 2020 (inception) through September 30, 2020. 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 1 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering | |
Initial Public Offering and Over-allotment Exercise | Note 3—Initial Public Offering and Over-allotment Exercise On October 16, 2020, the Company consummated its Initial Public Offering of 8,000,000 Public Shares at $10.00 per share, generating gross proceeds of $80.0 million, and incurring offering costs of approximately $4.9 million, inclusive of $2.8 million in deferred underwriting commissions. The Company granted the underwriter a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,200,000 additional shares to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On November 12, 2020, the underwriter exercised the Over-Allotment to purchase the Additional Shares, generating gross proceeds of approximately $2.6 million. The Company incurred additional offering costs of approximately $141,000 in underwriting fees (inclusive of approximately $90,000 in deferred underwriting fees). The over-allotment option remains exercisable as to 943,727 shares. |
Related Party Transactions
Related Party Transactions | 1 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares and Private Placement Shares On September 2, 2020, the Sponsor purchased 2,300,000 shares of the Company’s initial common stock, par value $0.0001 per share, for an aggregate price of $20,000. On October 7, 2020, the Company filed its Amended and Restated Certificate of Incorporation with the State of Delaware and reclassified the 2,300,000 shares of initial common stock into 2,300,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). The Sponsor agreed to forfeit up to 300,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriter so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement Shares). The underwriter partially exercised the over-allotment option on November 12, 2020, thus, only 235,932 Founder Shares remain subject to forfeiture by the Sponsor. Concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 360,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $3.6 million. Simultaneously with the closing of the Over-Allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 5,126 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of approximately $51,000. If the over-allotment option is exercised as to any additional shares, the Sponsor will purchase an additional amount of up to 18,874 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Pursuant to the letter agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Public Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares and Private Placement Shares will be released from the lock-up. Related Party Loans On September 17, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This promissory note did not bear interest and was payable upon the consummation of the Initial Public Offering. As of September 30, 2020, the Company fully borrowed the $300,000 Note and fully repaid the Note on October 16, 2020. Working Capital Loans If needed to finance transaction costs in connection with searching for a target business or consummating an intended initial Business Combination, the Sponsor, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The promissory notes would be paid upon consummation of the initial Business Combination, without interest. The terms of each promissory note may also provide that a portion of the principal amount of such loan may be repaid by conversion into shares of the Company’s Class A common stock upon completion of the initial Business Combination. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2020, there have been no borrowings on any Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 1 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders of these securities are entitled to make up to three demands that the Company registers such securities, subject to specified conditions. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per share, or $1.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $2.8 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on November 12, 2020, the underwriter received an additional fee of approximately $51,000 paid upon closing, and approximately $90,000 in deferred underwriting commissions. |
Shareholders' Equity
Shareholders' Equity | 1 Months Ended |
Sep. 30, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | Note 6—Stockholders’ Equity Preferred Stock – The Company is authorized to issue 10,000,000 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 preferred shares outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were no shares of Class A common stock outstanding. 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. As of September 30, 2020, the Company had 2,300,000 shares of Class B common stock issued and outstanding, including an aggregate of up to 300,000 shares of Class B common stock that are subject to forfeiture by the Sponsor to the Company for no consideration to the extent that the underwriter’s 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 common stock after the Initial Public Offering (excluding the Private Placement Shares). Upon the partial exercise of the over-allotment option on November 12, 2020, 64,068 of these shares of Class B common stock were no longer subject to forfeiture by the Sponsor. |
Subsequent Events
Subsequent Events | 1 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 7—Subsequent Events Upon closing of the Initial Public Offering, the Company agreed to pay its non-employee directors $50,000 annually, payable in equal monthly installments, for service on the board of directors. In addition, the Sponsor also agreed to transfer 30,000 of its Founder Shares to each such director, representing a transfer of an aggregate of 120,000 of its Founder Shares. The Sponsor transferred such Founder Shares to Ms. Beckman, Dr. Mackay and Mr. Patterson in October 2020 upon closing of the Initial Public Offering. The Sponsor transferred such Founder Shares to Ms. Singer in November 2020 when she became a member of the Company’s board of directors. The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, except as disclosed above and in Notes 3 and 4 there have been no events that have occurred that would require recognition or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from August 31, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Reports on Form 8‑K and the final prospectus filed by the Company with the SEC on November 18, 2020, October 22, 2020 and October 14, 2020, respectively. |
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 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2020. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering on October 16, 2020. |
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, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 300,000 shares of Class B common stock that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriter (see Note 6). Upon the partial exercise of the Over-Allotment for the sale of the Additional Shares on November 12, 2020, 64,068 of these shares of Class B common stock were no longer subject to forfeiture by the Sponsor. 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. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from August 31, 2020 (inception) through September 30, 2020. |
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 unaudited condensed financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) | Nov. 12, 2020USD ($)$ / sharesshares | Oct. 16, 2020USD ($)$ / sharesshares | Oct. 07, 2020shares | Sep. 02, 2020shares | Sep. 30, 2020USD ($)director$ / sharesshares | Nov. 02, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of directors. | director | 2 | |||||
Cash | $ 289,000 | |||||
Working capital deficit | 321,000 | |||||
Proceeds from related party loan | 300,000 | |||||
Working Capital Loans | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from related party loan | 0 | |||||
Outstanding balance of related party note | 0 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 2,300,000 | |||||
Proceeds from related party loan | 300,000 | |||||
Contribution from sponsor | $ 20,000 | |||||
Class A | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Class B | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ / shares | 0.0001 | |||||
Subsequent event | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 2,300,000 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | shares | 1,200,000 | |||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 83,000,000 | |||||
Percentage of aggregate fair market value of assets | 80.00% | |||||
Ownership interest to be acquired on post-transaction company | 50.00% | |||||
Per share value of residual assets in trust account | $ / shares | $ 10 | |||||
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% | |||||
Maturity term of U.S. government securities | 185 days | |||||
Threshold trading days to redeem the shares | 10 days | |||||
IPO | Subsequent event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | shares | 8,000,000 | |||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 80,000,000 | |||||
Offering cost | 4,900,000 | |||||
Deferred underwriting commissions | $ 2,800,000 | |||||
Maximum number of shares can be purchased | shares | 1,200,000 | |||||
Over-allotment option | Class A | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 256,273 | |||||
Over-allotment option | Subsequent event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 18,874 | |||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 2,600,000 | |||||
Offering cost | 141,000 | |||||
Deferred underwriting commissions | $ 90,000 | $ 90,000 | ||||
Maximum number of shares can be purchased | shares | 256,273 | |||||
Shares remain exercisable | shares | 943,727,000 | |||||
Over-allotment option | Subsequent event | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum number of shares can be purchased | shares | 18,874 | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of warrants | $ 3,600,000 | |||||
Number of warrants to purchase the shares issued (in shares) | shares | 360,000 | |||||
Price of warrants (in dollars per share) | $ / shares | $ 10 | |||||
Private Placement | Subsequent event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 3,600,000 | |||||
Proceeds from issuance of warrants | $ 51,000 | |||||
Number of warrants to purchase the shares issued (in shares) | shares | 5,126 | |||||
Private Placement | Subsequent event | Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ / shares | $ 10 | |||||
Gross proceeds | $ 51,000,000 | |||||
Maximum number of shares can be purchased | shares | 5,126 | |||||
Private Placement | Subsequent event | Class A | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of shares | shares | 360,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cash equivalents | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 300,000 | |
Unrecognized tax benefits | $ 0 | |
Amounts accrued for the payment of interest and penalties | $ 0 | |
Class B | Sponsor | Subsequent event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares no longer subject to forfeiture | 64,068 |
Initial Public Offering and Ove
Initial Public Offering and Over-allotment Exercise (Details) - USD ($) | Nov. 12, 2020 | Oct. 16, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting option period | 45 days | ||
Over-allotment option | Subsequent event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 2,600,000 | ||
Offering cost | 141,000 | ||
Deferred underwriting commissions | $ 90,000 | ||
Number of Shares remains exercisable | 943,727 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 1,200,000 | ||
Share price | $ 10 | ||
Gross proceeds | $ 83,000,000 | ||
Sale of units in initial public offering, gross (In shares) | 1,200,000 | ||
IPO | Subsequent event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 8,000,000 | ||
Share price | $ 10 | ||
Gross proceeds | $ 80,000,000 | ||
Offering cost | 4,900,000 | ||
Deferred underwriting commissions | $ 2,800,000 | ||
Sale of units in initial public offering, gross (In shares) | 8,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder share and private placement (Details) | Nov. 12, 2020USD ($)$ / sharesshares | Oct. 07, 2020$ / sharesshares | Sep. 02, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | [1] | $ 20,000 | |||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Purchase of shares | 2,300,000 | ||||
Share price per share | $ / shares | $ 0.0001 | ||||
Aggregate purchase price | $ | $ 20,000 | ||||
Sponsor | Subsequent event | |||||
Related Party Transaction [Line Items] | |||||
Purchase of shares | 2,300,000 | ||||
Class B | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | [1] | $ 230 | |||
Maximum shares subject to forfeiture | 300,000 | ||||
Class B | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Maximum shares subject to forfeiture | 300,000 | ||||
Class B | Founder | Sponsor | Subsequent event | |||||
Related Party Transaction [Line Items] | |||||
Share price per share | $ / shares | $ 0.0001 | ||||
Reclassification of shares | 2,300,000 | ||||
Maximum shares subject to forfeiture | 300,000 | ||||
Number of shares remains subject to forfeiture | 235,932 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Over-allotment option | Subsequent event | |||||
Related Party Transaction [Line Items] | |||||
Purchase of shares | 18,874 | ||||
Share price per share | $ / shares | $ 10 | ||||
Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase the shares issued (in shares) | 360,000 | ||||
Price of warrants (in dollars per share) | $ / shares | $ 10 | ||||
Proceeds from issuance of warrants | $ | $ 3,600,000 | ||||
Private Placement | Subsequent event | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase the shares issued (in shares) | 5,126 | ||||
Proceeds from issuance of warrants | $ | $ 51,000 | ||||
Private Placement | Founder | |||||
Related Party Transaction [Line Items] | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 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 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
[1] | This number included up to 300,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 256,273 shares of Class A common stock; thus only 235,932 shares of Class B common stock remain subject to forfeiture. |
Related Party Transactions - Re
Related Party Transactions - Related party loans (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2020 | Sep. 17, 2020 | |
Related Party Transaction [Line Items] | ||
Proceeds from Related Party Debt | $ 300,000 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Proceeds from Related Party Debt | $ 300,000 |
Related Party Transactions - Wo
Related Party Transactions - Working capital loans (Details) | 1 Months Ended |
Sep. 30, 2020USD ($) | |
Related Party Transaction [Line Items] | |
Proceeds from related party loan | $ 300,000 |
Working Capital Loans | |
Related Party Transaction [Line Items] | |
Proceeds from related party loan | 0 |
Outstanding balance of related party note | 0 |
Borrowings outstanding | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 12, 2020 | Nov. 02, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Cash underwriting discount per unit | $ 0.20 | ||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 2,800,000 | ||
Cash underwriting discount paid | $ 1,600,000 | ||
Over-allotment option | Subsequent event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase of shares | 18,874 | ||
Payment received of additional fee | $ 51,000 | ||
Deferred underwriting commissions | $ 90,000 | $ 90,000 | |
Class A | Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase of shares | 256,273 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) | Sep. 30, 2020$ / sharesshares |
Shareholders' Equity | |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock (Details) - $ / shares | Nov. 12, 2020 | Sep. 30, 2020 |
Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Class B | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.0001 | |
Shares forfeited | 235,932 | |
Common stock, shares issued | 2,064,068 | |
Common stock, shares outstanding | 2,064,068 | |
Common stock, shares subject to forfeiture (in shares) | 300,000 | |
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | |
Maximum Common Stock Shares Subject To Forfeiture | 300,000 | |
Class B | Sponsor | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 2,300,000 | |
Common stock, shares outstanding | 2,300,000 | |
Maximum Common Stock Shares Subject To Forfeiture | 300,000 | |
Class B | Sponsor | Subsequent event | ||
Class of Stock [Line Items] | ||
Shares Not Subject to Forfeiture | 64,068 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 31, 2020USD ($)shares | |
Subsequent Event [Line Items] | |
Representing transfer of founder shares | 120,000 |
Subsequent event | |
Subsequent Event [Line Items] | |
Payment for service on the board of directors | $ | $ 50,000 |
Transfer of Founder Shares to each director | 30,000 |