Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMCI Acquisition Corp. | |
Entity Central Index Key | 0001744494 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38615 | |
Entity Tax Identification Number | 83-0982969 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1501 Ligonier Street, Suite 370 | |
Entity Address, City or Town | Latrobe | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15650 | |
City Area Code | 724 | |
Local Phone Number | 672-4319 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | AMCI | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document and Entity Information [Abstract] | ||
Entity Common Stock, Shares Outstanding | 9,061,136 | |
Common Class B [Member] | ||
Document and Entity Information [Abstract] | ||
Entity Common Stock, Shares Outstanding | 5,513,019 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 109,940 | $ 520,422 |
Prepaid expenses and other current assets | 25,722 | 57,109 |
Total Currents Assets | 135,662 | 577,531 |
Cash and cash equivalents held in Trust Account | 153,781,268 | 225,433,349 |
Total Assets | 153,916,930 | 226,010,880 |
Current Liabilities | ||
Accounts payable | 57,810 | 25,496 |
Accrued expenses | 10,903 | 25,000 |
Franchise tax payable | 30,050 | 200,050 |
Income tax payable | 18,225 | 1,033,660 |
Promissory note | 2,330,304 | 0 |
Total Current Liabilities | 2,447,292 | 1,284,206 |
Deferred underwriting fees | 7,718,227 | 7,718,227 |
Total Liabilities | 10,165,519 | 9,002,433 |
Commitments | ||
Common stock subject to possible redemption, 13,471,011 and 20,846,454 shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 138,751,410 | 212,008,440 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 2,490,372 | 1,818,808 |
Retained earnings | 2,508,932 | 3,180,527 |
Total Stockholders' Equity | 5,000,001 | 5,000,007 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 153,916,930 | 226,010,880 |
Class A Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | 146 | 121 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | $ 551 | $ 551 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock subject to possible redemption (in shares) | 13,471,011 | 20,846,454 | 20,866,262 |
Stockholders' Equity | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Common Stock [Member] | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock subject to possible redemption (in shares) | 13,471,011 | 20,846,454 | |
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 1,454,178 | 1,205,623 | |
Common stock, shares outstanding (in shares) | 1,454,178 | 1,205,623 | |
Class B Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Common stock, shares issued (in shares) | 5,513,019 | 5,513,019 | |
Common stock, shares outstanding (in shares) | 5,513,019 | 5,513,019 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating expenses | |||||
Operating costs | $ 414,612 | $ 114,179 | $ 924,742 | $ 351,396 | |
Franchise tax expense | 50,000 | 50,000 | 158,794 | 207,540 | |
Loss from operations | (464,612) | (164,179) | (1,083,536) | (558,936) | |
Other Income - dividends and interest | 39,434 | 1,179,253 | 832,809 | 3,710,334 | |
(Loss) income before provision for income tax | (425,178) | 1,015,074 | (250,727) | 3,151,398 | |
Provision for income tax | 192,727 | 199,916 | 420,868 | 703,055 | |
Net (loss) income | $ (617,905) | $ 815,158 | $ (671,595) | $ 2,448,343 | |
Weighted average number of common shares outstanding, basic and diluted (in shares) | [1] | 6,816,278 | 6,699,373 | 6,753,460 | 6,695,791 |
Basic and diluted net loss per share (in dollars per share) | [2] | $ (0.09) | $ (0.01) | $ (0.13) | $ (0.04) |
[1] | Excludes an aggregate of 13,471,011 and 20,866,262 shares subject to possible redemption as of September 30, 2020 and 2019, respectively. | ||||
[2] | Excludes income of $0, $228,483, $879,363, and $2,703,586 attributable to common stock subject to possible redemption for the Three and Nine Months Ended September 30, 2020 and 2019, respectively (see Note 2). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Options Forfeiture [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 13,471,011 | 20,866,262 | 13,471,011 | 20,866,262 | 20,846,454 |
Income from common stock subject to possible redemption | $ 0 | $ 879,363 | $ 228,483 | $ 2,703,586 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 118 | $ 551 | $ 4,691,701 | $ 307,638 | $ 5,000,008 |
Balance (in shares) at Dec. 31, 2018 | 1,182,761 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in common stock subject to possible redemption | $ 1 | $ 0 | (790,261) | 0 | (790,260) |
Change in common stock subject to possible redemption (in shares) | 4,424 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 790,254 | 790,254 |
Balance at Mar. 31, 2019 | $ 119 | $ 551 | 3,901,440 | 1,097,892 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,187,185 | 5,513,019 | |||
Balance at Dec. 31, 2018 | $ 118 | $ 551 | 4,691,701 | 307,638 | 5,000,008 |
Balance (in shares) at Dec. 31, 2018 | 1,182,761 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 2,448,343 | ||||
Balance at Sep. 30, 2019 | $ 119 | $ 551 | 2,243,350 | 2,755,981 | 5,000,001 |
Balance (in shares) at Sep. 30, 2019 | 1,185,815 | 5,513,019 | |||
Balance at Mar. 31, 2019 | $ 119 | $ 551 | 3,901,440 | 1,097,892 | 5,000,002 |
Balance (in shares) at Mar. 31, 2019 | 1,187,185 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in common stock subject to possible redemption | $ 0 | $ 0 | (842,930) | 0 | (842,930) |
Change in common stock subject to possible redemption (in shares) | (825) | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 842,931 | 842,931 |
Balance at Jun. 30, 2019 | $ 119 | $ 551 | 3,058,510 | 1,940,823 | 5,000,003 |
Balance (in shares) at Jun. 30, 2019 | 1,186,360 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Reversal of offering costs | $ 0 | $ 0 | 25,000 | 0 | 25,000 |
Change in common stock subject to possible redemption | $ 0 | $ 0 | (840,160) | 0 | (840,160) |
Change in common stock subject to possible redemption (in shares) | (545) | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 815,158 | 815,158 |
Balance at Sep. 30, 2019 | $ 119 | $ 551 | 2,243,350 | 2,755,981 | 5,000,001 |
Balance (in shares) at Sep. 30, 2019 | 1,185,815 | 5,513,019 | |||
Balance at Dec. 31, 2019 | $ 121 | $ 551 | 1,818,808 | 3,180,527 | 5,000,007 |
Balance (in shares) at Dec. 31, 2019 | 1,205,623 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in common stock subject to possible redemption | $ 0 | $ 0 | (365,240) | 0 | (365,240) |
Change in common stock subject to possible redemption (in shares) | 5,072 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | 365,235 | 365,235 |
Balance at Mar. 31, 2020 | $ 121 | $ 551 | 1,453,568 | 3,545,762 | 5,000,002 |
Balance (in shares) at Mar. 31, 2020 | 1,210,695 | 5,513,019 | |||
Balance at Dec. 31, 2019 | $ 121 | $ 551 | 1,818,808 | 3,180,527 | 5,000,007 |
Balance (in shares) at Dec. 31, 2019 | 1,205,623 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (671,595) | ||||
Balance at Sep. 30, 2020 | $ 146 | $ 551 | 2,490,372 | 2,508,932 | 5,000,001 |
Balance (in shares) at Sep. 30, 2020 | 1,454,178 | 5,513,019 | |||
Balance at Mar. 31, 2020 | $ 121 | $ 551 | 1,453,568 | 3,545,762 | 5,000,002 |
Balance (in shares) at Mar. 31, 2020 | 1,210,695 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in common stock subject to possible redemption | $ 10 | $ 0 | 418,919 | 0 | 418,929 |
Change in common stock subject to possible redemption (in shares) | 90,906 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (418,925) | (418,925) |
Balance at Jun. 30, 2020 | $ 131 | $ 551 | 1,872,487 | 3,126,837 | 5,000,006 |
Balance (in shares) at Jun. 30, 2020 | 1,301,601 | 5,513,019 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in common stock subject to possible redemption | $ 15 | $ 0 | 617,885 | 0 | 617,900 |
Change in common stock subject to possible redemption (in shares) | 152,577 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (617,905) | (617,905) |
Balance at Sep. 30, 2020 | $ 146 | $ 551 | $ 2,490,372 | $ 2,508,932 | $ 5,000,001 |
Balance (in shares) at Sep. 30, 2020 | 1,454,178 | 5,513,019 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (671,595) | $ 2,448,343 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Dividends and interest on Trust Account | (832,809) | (3,710,334) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 31,387 | 88,342 |
Accounts payable | 32,314 | (39,696) |
Accrued expenses | (14,097) | 0 |
Franchise tax payable | (170,000) | 96,050 |
Income tax payable | (1,015,435) | 565,278 |
Net cash used in operating activities | (2,640,235) | (552,017) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (1,865,649) | 0 |
Trust Account withdrawal for redemption of common stock | 72,585,441 | 0 |
Trust Account withdrawals for the payment of franchise and income taxes | 1,765,098 | 254,579 |
Net cash provided by investing activities | 72,484,890 | 254,579 |
Cash Flows from Financing Activities: | ||
Payment for redemption of common stock | (72,585,441) | 0 |
Proceeds from promissory note | 2,330,304 | 0 |
Net cash used by financing activities | (70,255,137) | 0 |
Net Change in Cash | (410,482) | (297,438) |
Cash - Beginning | 520,422 | 886,279 |
Cash - Ending | 109,940 | 588,841 |
Supplemental Disclosure for Cash Flow activities: | ||
Cash paid for income taxes | 1,436,303 | 143,139 |
Non-Cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | (671,589) | 2,473,350 |
Reversal of deferred offering costs | $ 0 | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations AMCI Acquisition Corp. (the “Company”) was incorporated in Delaware on June 18, 2018. 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’s sponsor is AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the global natural resource infrastructure, value chain and logistics-related sectors. These sectors include equipment, services and technology that is used in, or related to, the resource value chain, and we refer to Natural Resources and Mining Equipment, Technology and Services (“Natural Resources and METS”) sectors. As of September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and its search for a suitable Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on November 15, 2018. On November 20, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating total gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor, generating total gross proceeds of $5,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 20, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and was subsequently invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company 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 Trust Account, as described below. On November 27, 2018, the Company closed on the sale of 2,052,077 additional units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $20,520,770, which were placed in the Trust Account and incurring additional offering costs of $410,416 in underwriting fees, which were paid via purchase by the Sponsor of an additional 410,416 Private Placement Warrants at a price of $1.00 per warrant. As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares (as defined below in Note 5). Transaction costs amounted to $12,628,266, consisting of $4,410,416 of underwriting fees, $7,718,227 of deferred underwriting fees and $499,623 of other costs. In addition, $109,940 of cash remained outside of the Trust Account and was available for working capital purposes as of September 30, 2020. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the remaining net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under 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 holders of the outstanding Public Shares (the “public 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. 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 unless otherwise required by law or regulation. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus 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. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. 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, as amended (the “Amended and Restated 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. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. 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 of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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 Company has entered a contingent forward purchase agreement with the Sponsor. This contingent forward purchase agreement allows the Sponsor to purchase up to 5,000,000 units (the “Forward Purchase Units”) for $10.00 each, in a private placement to occur concurrently with the closing of an initial Business Combination, for an aggregate purchase price of up to $50,000,000. The Forward Purchase Units and their component securities would be identical to the units being sold in this offering, except that the Forward Purchase Units and their component securities would be subject to transfer restrictions and certain registration rights, as described therein. The proceeds from the sale of Forward Purchase Units may be used as part of the consideration to the sellers in the initial Business Combination. The Company’s initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until February 22, 2021 to consummate a Business Combination (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 not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other 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 a Business Combination within the Combination Period. On May 15, 2020, the Company held a special meeting of stockholders to seek stockholder approval to extend the Combination Period from May 20, 2020 to October 20, 2020. The stockholders voted in favor to extend the deadline to complete a Business Combination to October 20, 2020. In addition, stockholders holding 7,126,888 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $72.6 million (approximately $10.18 per share) was removed from the Trust Account to pay such holders. Approximately $373,000 (equal to $0.025 for each share of Class A common stock that was not redeemed at the special meeting) will be deposited into the Trust Account for each calendar month, or portion thereof, that is needed by the Company to complete an initial business combination. As of September 30, 2020, $1,865,649 was deposited into the Trust Account. On October 16, 2020, the Company held a special meeting of stockholders to seek stockholder approval to extend the Combination Period from October 20, 2020 to February 22, 2021. The stockholders voted in favor to extend the deadline to complete a Business Combination to February 22, 2021. In addition, stockholders holding 5,864,053 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $60.4 million (approximately $10.30 per share) was removed from the Trust Account to pay such holders. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder 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, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fee (see Note 6) 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 assets remaining available for distribution will be less than $10.00 per share. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (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 share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to 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. Marcum LLP, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account. The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Initial Public Offering and such amount of proceeds from the sale of the Private Placement Warrants and the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of September 30, 2020, the Company had $109,940 in its operating bank account, $153,781,268 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $(2,263,355), which excludes approximately $48,000 of franchise taxes and income tax payable that may be paid from interest earned on the Trust Account. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or February 22, 2021, the date that the Company will be required to cease all operations except for the purpose of winding up, if a Business Combination is not consummated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form -Q and Article of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. Operating results for the and months ended September is not necessarily indicative of the results that may be expected for the year ended December In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2020. 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 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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents held in Trust Account At September the assets held in the Trust Account were invested in money market funds meeting certain conditions under Rule a- under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company considers all short-term investments with an original maturity of months or less when purchased to be cash equivalents. The Company had cash equivalents totaling and held in Trust Account as of September and December respectively. During the months ended September the Company withdrew from interest accrued on the Trust Account for the payment of franchise taxes and income taxes. On May the Company withdrew for payment to the shareholders who redeemed their shares. On October the Company withdrew from interest accrued on the Trust Account for the payment of franchise taxes. On October the Company withdrew an additional for payment to the shareholders who redeemed their shares. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 13,471,011 and 20,866,262 shares of common stock subject to possible redemption at September 30, 2020 and September 30, 2019, respectively, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of net loss per common share The Company’s net loss/income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2020 For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 Net (loss) income $ (617,905 ) $ (671,595 ) $ 815,158 $ 2,448,343 Less: Income attributable to common stock subject to possible redemption - (228,483 ) (879,363 ) (2,703,586 ) Adjusted net loss $ (617,905 ) $ (900,078 ) $ (64,205 ) $ (255,243 ) Weighted average shares outstanding, basic and diluted 6,816,278 6,753,460 6,699,373 6,695,791 Basic and diluted net loss per common share $ (0.09 ) $ (0.13 ) $ (0.01 ) $ (0.04 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold units at a price of $ per Unit. Each Unit consists of share of Class A common stock and redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase share of Class A common stock at a price of $ per share, subject to adjustment (see Note 7). On May 20, 2020, shares were redeemed. On October shares were redeemed. |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 - Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant for an aggregate purchase price of $5,500,000. Simultaneously with the exercise of the over-allotment, the Sponsor purchased an aggregate of 410,416 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $410,416. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the sale of the Units in the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon liquidation. The Sponsor, and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On June 25, 2018, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. In October 2018, the Sponsor transferred 35,000 founder shares to each of Messrs. Uren, Clark and Grant, the Company’s independent director nominees, and 100,000 each to Messrs. Hunter, Beem and Patel, the Company’s officers. As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor whereby, commencing on November 16, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the affiliate $10,000 per month for office space, utilities and secretarial and administrative support. For the nine months ended September 30, 2020 and 2019, the Company recorded $90,000 in fees in connection with such services in general and administrative expenses in the accompanying statements of operations. There were no fees payable and outstanding as of September 30, 2020 and 2019 and December 31, 2019. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments [Abstract] | |
Commitments | Note 6 – Commitments Registration Rights Pursuant to a registration rights agreement entered into on November 15, 2018, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), Forward Purchase Units (and any shares of Class A Common Stock issuable upon the exercise of the Forward Purchase Units and the Shares of Class A Common Stock underlying the warrants underlying the Forward Purchase Units) and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Other Agreements In May 2018, the Company entered into an agreement with a legal firm to assist the Company with a potential business combination and related securities and corporate work. The Company has agreed to pay a portion of the invoices and the payment of the remaining amount will be deferred until the consummation of the Business Combination. In November 2018, the Company entered into an agreement with a transfer agent and trust company. The Company has paid a portion of the initial fees and the payment of the remaining amount will be deferred until the consummation of the Business Combination. As of September 30, 2020, the aggregate amount deferred for such legal firm and transfer agent and trust company was $234,948. The deferred amount is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of September 30, 2020. On May 20, 2020, the Company issued a promissory note (the “Note”) in the principal amount of up to $ to an affiliate of a business combination target (the “Lender”), pursuant to which Lender agreed, among other things, to loan the Company the necessary funds to deposit in the Company’s Trust Account for each share of the Company’s Class A common stock (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from May 20, 2020 until October 20, 2020. The Note provides that, commencing May 20, 2020, Lender shall advance to the Company monthly payments of approximately $ , up to a maximum amount of approximately $ million. The Company will deposit these advances into the Company’s Trust Account and such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination. Lender will also advance the Company up to $ to pay fees and expenses incurred by the Company in completing its initial business combination. The Note bears no interest unless the Company enters into a definitive agreement for an initial business combination with a party that is not affiliated with Lender (“Third Party Business Combination”), in which case the Note will bear interest at per annum. The Note is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination or (ii) February pursuant to the Amendment to Promissory Note dated October The Company’s obligations under the Note are subject to a limited recourse guarantee by the Sponsor and are secured by a portion of the founder shares and private placement warrants (the “Pledged Securities”) of the Company owned by Sponsor. Following the occurrence of a Party Business Combination, no amounts will be due under the Note if Lender elects to realize under the Pledged Securities. As of September the outstanding amount is |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders’ Equity Preferred Stock Common Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of 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 a Business Combination on a one-for-one basis, subject to adjustment. 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 offered in the Initial Public Offering and related to the closing of a Business Combination, 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 outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: – in whole and not in part; – at a price of $0.01 per warrant; – upon not less than 30 days’ prior written notice of redemption; and – if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three – if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance 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 the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 - Fair Value Measurements The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The following table presents information about the Company’s assets that are measured on a recurring basis at September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 153,781,268 - - December 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,433,349 - - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described in these condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the shareholders of the Company (other than the Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Advent (the “Merger” and, together with the Warrant Amendment and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Advent continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of Advent common stock and Advent preferred stock (together, “Advent Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below) (with Advent preferred stock treated on an as-converted to Advent common stock basis); and (ii) all outstanding options, warrants or rights to subscribe for or purchase any capital stock of Advent or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Advent that have not been exercised or converted prior to the Effective Time will be cancelled, retired and terminated without any liability to Advent with respect thereto. At the Closing, the Company will amend its charter to, among other matters, change its name to “Advent Technologies Holdings Inc.”. The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Advent Stock as of immediately prior to the Effective Time (“Advent Stockholders”) will be an amount equal to (the “Merger Consideration”) (i) $250 million, minus (ii) the estimated consolidated indebtedness of Advent and its subsidiaries as of the Closing, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”). The Merger Consideration to be paid to Advent Stockholders will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $10.00 per share. The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. The Merger Consideration will be allocated among holders of Advent Stock (including holders based on their pro rata ownership in Advent as of immediately prior to the Effective Time (treating Advent preferred stock on an as-converted to common stock basis for such purposes and including Advent Convertible Securities that have exercised or converted prior to the Effective Time). For further information on Advent, the Merger Agreement, and the Transactions, please see the Form 8-K filed by the Company with the SEC on October 16, 2020 and Form S-4 filed by the Company on November 9, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form -Q and Article of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. Operating results for the and months ended September is not necessarily indicative of the results that may be expected for the year ended December In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2020. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents Held in Trust Account | Cash and cash equivalents held in Trust Account At September the assets held in the Trust Account were invested in money market funds meeting certain conditions under Rule a- under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company considers all short-term investments with an original maturity of months or less when purchased to be cash equivalents. The Company had cash equivalents totaling and held in Trust Account as of September and December respectively. During the months ended September the Company withdrew from interest accrued on the Trust Account for the payment of franchise taxes and income taxes. On May the Company withdrew for payment to the shareholders who redeemed their shares. On October the Company withdrew from interest accrued on the Trust Account for the payment of franchise taxes. On October the Company withdrew an additional for payment to the shareholders who redeemed their shares. |
Common Stock Subject to Possible Redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
Net Loss Per Common Share | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 13,471,011 and 20,866,262 shares of common stock subject to possible redemption at September 30, 2020 and September 30, 2019, respectively, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of net loss per common share The Company’s net loss/income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2020 For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 Net (loss) income $ (617,905 ) $ (671,595 ) $ 815,158 $ 2,448,343 Less: Income attributable to common stock subject to possible redemption - (228,483 ) (879,363 ) (2,703,586 ) Adjusted net loss $ (617,905 ) $ (900,078 ) $ (64,205 ) $ (255,243 ) Weighted average shares outstanding, basic and diluted 6,816,278 6,753,460 6,699,373 6,695,791 Basic and diluted net loss per common share $ (0.09 ) $ (0.13 ) $ (0.01 ) $ (0.04 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Loss Per Common Share | The Company’s net loss/income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2020 For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 Net (loss) income $ (617,905 ) $ (671,595 ) $ 815,158 $ 2,448,343 Less: Income attributable to common stock subject to possible redemption - (228,483 ) (879,363 ) (2,703,586 ) Adjusted net loss $ (617,905 ) $ (900,078 ) $ (64,205 ) $ (255,243 ) Weighted average shares outstanding, basic and diluted 6,816,278 6,753,460 6,699,373 6,695,791 Basic and diluted net loss per common share $ (0.09 ) $ (0.13 ) $ (0.01 ) $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements [Abstract] | |
Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured on a recurring basis at September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 153,781,268 - - December 31, 2019 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash and cash equivalents held in Trust Account $ 225,433,349 - - |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 21, 2020 | Oct. 20, 2020 | May 21, 2020 | May 20, 2020 | Nov. 27, 2018 | Nov. 20, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Business Operations [Abstract] | |||||||||
Amount deposited into Trust Account | $ 153,781,268 | $ 225,433,349 | |||||||
Offering costs | 12,628,266 | ||||||||
Underwriting fees | 4,410,416 | ||||||||
Deferred underwriting fees | 7,718,227 | 7,718,227 | |||||||
Other costs | 499,623 | ||||||||
Cash remained outside of trust account | 109,940 | $ 520,422 | |||||||
Amount withdrawn from trust account | $ 72,585,441 | 72,585,441 | $ 0 | ||||||
Subsequent Event [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Amount withdrawn from trust account | $ 60,404,995 | ||||||||
Maximum [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Interest to pay dissolution expenses | 100,000 | ||||||||
Private Placement Warrant [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Unit price (in dollars per share) | $ 1 | $ 1 | |||||||
Warrants issued (in shares) | 410,416 | 5,500,000 | |||||||
Gross proceeds from issuance of warrants | $ 410,416 | $ 5,500,000 | |||||||
Class A Common Stock [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Number of shares redeemed (in shares) | 7,126,888 | ||||||||
Amount withdrawn from trust account | $ 72,600,000 | ||||||||
Share price, shares redeemed (in dollars per share) | $ 10.18 | ||||||||
Amount deposited in trust account | $ 373,000 | $ 1,865,649 | |||||||
Amount deposited in trust account (in dollars per share) | $ 0.025 | ||||||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Number of shares redeemed (in shares) | 5,864,053 | ||||||||
Amount withdrawn from trust account | $ 60,400,000 | ||||||||
Share price, shares redeemed (in dollars per share) | $ 10.30 | ||||||||
Initial Public Offering [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Units issued (in shares) | 22,052,077 | 20,000,000 | |||||||
Unit price (in dollars per share) | $ 10 | $ 10 | |||||||
Gross proceeds from initial public offering | $ 200,000,000 | ||||||||
Amount deposited into Trust Account | $ 200,000,000 | ||||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Number of shares redeemed (in shares) | 7,126,888 | ||||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Subsequent Event [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Number of shares redeemed (in shares) | 5,864,053 | ||||||||
Over-Allotment Option [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Units issued (in shares) | 2,052,077 | ||||||||
Unit price (in dollars per share) | $ 10 | ||||||||
Gross proceeds from initial public offering | $ 20,520,770 | ||||||||
Amount deposited into Trust Account | $ 20,520,770 | ||||||||
Founder shares forfeited (in shares) | 236,981 | ||||||||
Offering costs | $ 410,416 | ||||||||
Forward Purchase Units [Member] | |||||||||
Business Operations [Abstract] | |||||||||
Unit price (in dollars per share) | $ 10 | ||||||||
Contingent number of units authorized (in shares) | 5,000,000 | ||||||||
Aggregate value of units available for sale | $ 50,000,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Description of Organization and Business Operations [Abstract] | ||
Cash held outside of trust Account | $ 109,940 | $ 520,422 |
Securities held in Trus Account | 153,781,268 | $ 225,433,349 |
Working capital | (2,263,355) | |
Interest available to pay tax obligations | $ 48,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 20, 2020 | May 21, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash and cash equivalents [Abstract] | ||||||||||||
Cash and cash equivalents | $ 153,781,268 | $ 153,781,268 | $ 225,433,349 | |||||||||
Trust Account withdrawals for the payment of franchise taxes and income taxes | 1,765,098 | $ 254,579 | ||||||||||
Trust Account withdrawal for redemption of common stock | $ 72,585,441 | $ 72,585,441 | $ 0 | |||||||||
Net loss per common share [Abstract] | ||||||||||||
Common stock, subject to possible redemption (in shares) | 13,471,011 | 20,866,262 | 13,471,011 | 20,866,262 | 20,846,454 | |||||||
Shares excluded from the computation of net loss per common share (in shares) | 27,962,493 | |||||||||||
Reconciliation of net loss per common share [Abstract] | ||||||||||||
Net (loss) income | $ (617,905) | $ (418,925) | $ 365,235 | $ 815,158 | $ 842,931 | $ 790,254 | $ (671,595) | $ 2,448,343 | ||||
Less: Income attributable to common stock subject to possible redemption | 0 | (879,363) | (228,483) | (2,703,586) | ||||||||
Adjusted net loss | $ (617,905) | $ (64,205) | $ (900,078) | $ (255,243) | ||||||||
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 6,816,278 | 6,699,373 | 6,753,460 | 6,695,791 | |||||||
Basic and diluted net loss per share (in dollars per share) | [2] | $ (0.09) | $ (0.01) | $ (0.13) | $ (0.04) | |||||||
Income Taxes [Abstract] | ||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||||||||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 | |||||||||
Subsequent Event [Member] | ||||||||||||
Cash and cash equivalents [Abstract] | ||||||||||||
Trust Account withdrawals for the payment of franchise taxes and income taxes | $ 40,000 | |||||||||||
Trust Account withdrawal for redemption of common stock | $ 60,404,995 | |||||||||||
[1] | Excludes an aggregate of 13,471,011 and 20,866,262 shares subject to possible redemption as of September 30, 2020 and 2019, respectively. | |||||||||||
[2] | Excludes income of $0, $228,483, $879,363, and $2,703,586 attributable to common stock subject to possible redemption for the Three and Nine Months Ended September 30, 2020 and 2019, respectively (see Note 2). |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Oct. 21, 2020 | Oct. 20, 2020 | May 20, 2020 | Nov. 27, 2018 | Nov. 20, 2018 | Sep. 30, 2020 |
Class A Common Stock [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares redeemed (in shares) | 7,126,888 | |||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares redeemed (in shares) | 5,864,053 | |||||
Initial Public Offering [Member] | ||||||
Public Offering [Abstract] | ||||||
Sale of units (in shares) | 22,052,077 | 20,000,000 | ||||
Unit price (in dollars per share) | $ 10 | $ 10 | ||||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares called by each unit (in shares) | 1 | |||||
Number of shares called by each warrant (in shares) | 1 | |||||
Number of shares redeemed (in shares) | 7,126,888 | |||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Subsequent Event [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares redeemed (in shares) | 5,864,053 | |||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares called by each unit (in shares) | 1 | |||||
Exercise price (in dollars per share) | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrant [Member] - USD ($) | Nov. 27, 2018 | Nov. 20, 2018 | Sep. 30, 2020 |
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 410,416 | 5,500,000 | |
Warrant price (in dollars per share) | $ 1 | $ 1 | |
Aggregate purchase price of warrants | $ 410,416 | $ 5,500,000 | |
Exercise price (in dollars per share) | $ 11.50 | ||
Warrants expiration period | 5 years | ||
Period not to transfer, assign or sell warrants | 30 days | ||
Class A Common Stock [Member] | |||
Private Placement Warrants [Abstract] | |||
Number of shares called by each warrant (in shares) | 1 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | Nov. 27, 2018shares | Jun. 25, 2018USD ($)shares | Oct. 31, 2018shares | Sep. 30, 2020$ / shares |
Founder Shares [Abstract] | ||||
Stock conversion ratio | 1 | |||
Restricted period to transfer, assign or sell founder shares | 1 year | |||
Number of trading days | 20 days | |||
Number of consecutive trading days | 30 days | |||
Minimum days after business combination | 150 days | |||
Over-Allotment Option [Member] | ||||
Founder Shares [Abstract] | ||||
Founder shares forfeited (in shares) | 236,981 | |||
Class A Common Stock [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Sale price (in dollars per share) | $ / shares | $ 12 | |||
Sponsor [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Founder shares purchased (in shares) | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Stock conversion ratio | 1 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Uren [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 35,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Clark [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 35,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Grant [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 35,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Hunter [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 100,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Beem [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 100,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | Messrs. Patel [Member] | ||||
Founder Shares [Abstract] | ||||
Number of founder shares transferred (in shares) | 100,000 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreeement (Details) - Sponsor [Member] - USD ($) | Nov. 16, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Administrative Support Agreement [Abstract] | ||||
Monthly fees for office space, utilities and secretarial and administrative support | $ 10,000 | |||
General and administrative expenses | $ 90,000 | $ 90,000 | ||
Fees payable and outstanding | $ 0 | $ 0 | $ 0 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - Sponsor [Member] | Sep. 30, 2020USD ($)$ / shares |
Related Party Loans [Abstract] | |
Warrant price (in dollars per share) | $ / shares | $ 1 |
Maximum [Member] | |
Related Party Loans [Abstract] | |
Working capital loan | $ | $ 1,500,000 |
Commitments (Details)
Commitments (Details) - USD ($) | Nov. 05, 2020 | May 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Underwriting Agreement [Abstract] | |||||
Deferred fee aggregate value for legal firm and transfer agent | $ 234,948 | ||||
Outstanding amount | 2,330,304 | $ 0 | |||
Proceeds from promissory note | $ 2,330,304 | $ 0 | |||
The Note [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Amount deposited in trust account | $ 373,000 | ||||
Interest rate | 1.00% | ||||
The Note [Member] | Subsequent Event [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Proceeds from promissory note | $ 35,344 | ||||
The Note [Member] | Maximum [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Principal amount | $ 2,365,649 | ||||
Amount deposited in trust account | 1,900,000 | ||||
Business combination of lender advance | $ 500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended | ||
Sep. 30, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019shares | |
Stockholders' Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, subject to possible redemption (in shares) | 13,471,011 | 20,846,454 | 20,866,262 |
Stock conversion ratio | 1 | ||
Percentage of shares owned by initial stockholders | 20.00% | ||
Number of trading days | 20 days | ||
Consecutive trading day period | 30 days | ||
Private Placement Warrant [Member] | |||
Stockholders' Equity [Abstract] | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||
Period to exercise warrants after business combination | 30 days | ||
Period to exercise warrants after public offerings | 12 months | ||
Expiration period upon redemption or liquidation | 5 years | ||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | ||
Number of trading days | 20 days | ||
Consecutive trading day period | 30 days | ||
Number of business days before the notice of redemption to warrant holders | 3 days | ||
Period not to transfer, assign or sell warrants | 30 days | ||
Private Placement Warrant [Member] | Minimum [Member] | |||
Stockholders' Equity [Abstract] | |||
Notice period for redemption | 30 days | ||
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of voting rights per share | Vote | 1 | ||
Common stock, shares issued (in shares) | 1,454,178 | 1,205,623 | |
Common stock, shares outstanding (in shares) | 1,454,178 | 1,205,623 | |
Common stock, subject to possible redemption (in shares) | 13,471,011 | 20,846,454 | |
Class A Common Stock [Member] | Private Placement Warrant [Member] | |||
Stockholders' Equity [Abstract] | |||
Number of shares called by each warrant (in shares) | 1 | ||
Sale price of common stock (in dollars per share) | $ / shares | $ 18 | ||
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of voting rights per share | Vote | 1 | ||
Common stock, shares issued (in shares) | 5,513,019 | 5,513,019 | |
Common stock, shares outstanding (in shares) | 5,513,019 | 5,513,019 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents held in Trust Account | $ 153,781,268 | $ 225,433,349 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents held in Trust Account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents held in Trust Account | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Advent Stockholders [Member] $ / shares in Units, $ in Millions | Oct. 12, 2020USD ($)$ / shares |
Subsequent Event Description [Abstract] | |
Merger consideration | $ | $ 250 |
Class A Common Stock [Member] | |
Subsequent Event Description [Abstract] | |
Value per share (in dollars per share) | $ / shares | $ 10 |