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ARKO ARKO

Cover Page

Cover Page - shares9 Months Ended
Sep. 30, 2020Nov. 16, 2020
Document Information [Line Items]
Document Type10-Q
Amendment Flagfalse
Document Period End DateSep. 30,
2020
Document Fiscal Year Focus2020
Document Fiscal Period FocusQ3
Entity Registrant NameHaymaker Acquisition Corp. II
Current Fiscal Year End Date--12-31
Entity Central Index Key0001771908
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Shell Companytrue
Entity Filer CategoryNon-accelerated Filer
Entity Address, State or ProvinceNY
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Common Units [Member]
Document Information [Line Items]
Trading SymbolHYACU
Security Exchange NameNASDAQ
Title of 12(b) SecurityCommon Stock
Common Class A [Member]
Document Information [Line Items]
Trading SymbolHYAC
Security Exchange NameNASDAQ
Title of 12(b) SecurityCommon Stock
Entity Common Stock, Shares Outstanding40,000,000
Warrant [Member]
Document Information [Line Items]
Trading SymbolHYACW
Security Exchange NameNASDAQ
Title of 12(b) SecurityCommon Stock
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding10,000,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Sep. 30, 2020Dec. 31, 2019
Current assets
Cash $ 227,132 $ 816,926
Prepaid income taxes83,983
Prepaid expenses114,479 194,902
Total current assets425,594 1,011,828
Deferred tax asset19,713
Investments and cash held in Trust Account405,030,324 404,362,721
Total assets405,475,631 405,374,549
Current liabilities
Accrued expenses64,592 116,666
Income tax payable786,210
Accrued transaction costs3,256,190
Total current liabilities3,320,782 902,876
Deferred tax liability10,721
Deferred underwriter compensation15,000,000 15,000,000
Total liabilities18,320,782 15,913,597
Commitments
Common stock subject to possible redemption 37,736,854 and 38,116,403 shares at redemption value as of September 30, 2020 and December 31, 2019, respectively382,154,848 384,460,951
Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital4,306,896 2,000,832
Retailed earnings691,879 2,997,981
Total stockholders' equity5,000,001 5,000,001
Total liabilities and stockholders' equity405,475,631 405,374,549
Common Class A
Stockholders' equity:
Common Stock226 188
Total stockholders' equity226 188
Common Class B
Stockholders' equity:
Common Stock1,000 1,000
Total stockholders' equity $ 1,000 $ 1,000

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesSep. 30, 2020Dec. 31, 2019
Common stock subject to possible redemption37,736,854 38,116,403
Preferred stock par value $ 0.0001 $ 0.0001
Preferred stock shares authorized1,000,000 1,000,000
Preferred stock shares issued0 0
Preferred stock shares outstanding0 0
Common Class A [Member]
Common stock par value $ 0.0001 $ 0.0001
Common stock shares authosized200,000,000 200,000,000
Common stock shares issued2,263,146 1,883,597
Common stock shares outstanding2,263,146 1,883,597
Common Class B [Member]
Common stock par value $ 0.0001 $ 0.0001
Common stock shares authosized20,000,000 20,000,000
Common stock shares issued10,000,000 10,000,000
Common stock shares outstanding10,000,000 10,000,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended8 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2019Sep. 30, 2019Sep. 30, 2020
Income Statement [Abstract]
Operating costs and formation costs $ 3,530,158 $ 292,042 $ 344,187 $ 4,156,684
Loss from operations(3,530,158)(292,042)(344,187)(4,156,684)
Other income:
Interest income152,603 2,107,223 2,539,663 2,175,611
Unrealized gain (loss) on securities held in Trust Account(3,205)31,560 81,703 (42,817)
Other income, net149,398 2,138,783 2,621,366 2,132,794
Income (loss) before provision for income taxes(3,807,760)1,846,741 2,277,179 (2,023,890)
Provision (benefit) for income taxes11,049 (387,816)(478,207)(282,212)
Net income (loss) $ (3,369,711) $ 1,458,925 $ 1,798,972 $ (2,306,102)
Weighted average common shares outstanding, basic and diluted[1]11,919,777 11,864,119 8,631,053 11,901,065
Basic and diluted net loss per common share[2] $ (0.29) $ (0.01) $ (0.02) $ (0.32)
[1]Excludes an aggregate of up to 37,736,854 shares subject to redemption for the three and nine months ended September 30, 2020 and excludes an aggregate of up 38,126,634 shares subject to redemption for the three months ended September 30, 2019 and the period from February 13, 2019 (date of inception) through September 30, 2019.
[2]Basic and diluted net loss per common share excludes income attributable to shares subject to possible redemption of $112,725 for the three months ended September 30, 2020 and $1,556,418 for the nine months ended September 30, 2020 and excludes income attributable to shares subject to possible redemption of $1,621,305 for the three months ended September 30, 2019 and $1,979,241 for the period from February 13, 2019 (inception) through September 30, 2019.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)3 Months Ended8 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2019Sep. 30, 2019Sep. 30, 2020
Common stock subject to possible redemption37,736,854 37,736,854
Income attributable to common stock subject to possible redemption $ 112,725 $ 1,621,305 $ 1,979,241 $ 1,556,418
Sponsor [Member]
Common Stock Subject To Forfeiture38,126,634 38,126,634

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)TotalCommon Class A [Member]Common Class B [Member]Additional Paid-in Capital [Member]Retained Earnings [Member]
Balance at Feb. 12, 2019 $ 0 $ 0 $ 0 $ 0 $ 0
Balance (in shares) at Feb. 12, 20190 0
Sale of Class B common stock to Sponsor25,000 $ 863 24,137
Sale of Class B common stock to Sponsor (in shares)8,625,000
Class B Stock Dividend, less forfeiture of 62,500 shares from over-allotment(186) $ 137 (323)
Class B Stock Dividend, less forfeiture of 62,500 shares from over-allotment (in shares)1,375,000
Sale of 40,000,000 Units, net of underwriters discount and offering costs377,441,970 $ 4,000 377,437,970
Sale of 40,000,000 Units, net of underwriters discount and offering costs (in shares)40,000,000 0
Sale of 6,000,000 Private Placement Warrants9,000,000 9,000,000
Common stock subject to redemption(381,806,830) $ (3,814) $ 0 (381,803,016)
Common stock subject to redemption (in shares)(38,135,881)0
Net income (loss)340,047 340,047
Balance at Jun. 30, 20195,000,001 $ 186 $ 1,000 4,658,768 340,047
Balance (in shares) at Jun. 30, 20191,864,119 10,000,000
Balance at Feb. 12, 20190 $ 0 $ 0 0 0
Balance (in shares) at Feb. 12, 20190 0
Net income (loss)1,798,972
Balance at Sep. 30, 20195,000,001 $ 187 $ 1,000 3,199,842 1,798,972
Balance (in shares) at Sep. 30, 20191,873,366 10,000,000
Balance at Jun. 30, 20195,000,001 $ 186 $ 1,000 4,658,768 340,047
Balance (in shares) at Jun. 30, 20191,864,119 10,000,000
Common stock subject to redemption(1,458,925) $ 1 $ 0 (1,458,926)
Common stock subject to redemption (in shares)9,247 0
Net income (loss)1,458,925 1,458,925
Balance at Sep. 30, 20195,000,001 $ 187 $ 1,000 3,199,842 1,798,972
Balance (in shares) at Sep. 30, 20191,873,366 10,000,000
Balance at Dec. 31, 20195,000,001 $ 188 $ 1,000 2,000,832 2,997,981
Balance (in shares) at Dec. 31, 20191,883,597 1,000,000
Common stock subject to redemption(1,063,609) $ 4 (1,063,613)
Common stock subject to redemption (in shares)36,180
Net income (loss)1,063,609 1,063,609
Balance at Jun. 30, 20205,000,001 $ 192 $ 1,000 937,219 4,061,590
Balance (in shares) at Jun. 30, 20201,919,777 10,000,000
Balance at Dec. 31, 20195,000,001 $ 188 $ 1,000 2,000,832 2,997,981
Balance (in shares) at Dec. 31, 20191,883,597 1,000,000
Net income (loss)(2,306,102)
Balance at Sep. 30, 20205,000,001 $ 226 $ 1,000 4,306,896 691,879
Balance (in shares) at Sep. 30, 20202,263,146 10,000,000
Balance at Jun. 30, 20205,000,001 $ 192 $ 1,000 937,219 4,061,590
Balance (in shares) at Jun. 30, 20201,919,777 10,000,000
Common stock subject to redemption3,369,711 $ 34 3,369,677
Common stock subject to redemption (in shares)343,369
Net income (loss)(3,369,711)(3,369,711)
Balance at Sep. 30, 2020 $ 5,000,001 $ 226 $ 1,000 $ 4,306,896 $ 691,879
Balance (in shares) at Sep. 30, 20202,263,146 10,000,000

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - sharesJun. 06, 2019Jun. 30, 2019Sep. 30, 2020
Capital Units Sold40,000,000
Founder [Member]
Founder Shares Forfeited62,500 62,500
Private Placement [Member]
Warrants and Rights Issued6,000,000 6,000,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)8 Months Ended9 Months Ended
Sep. 30, 2019Sep. 30, 2020
Cash Flows from Operating Activities:
Net income (loss) $ 1,798,972 $ (2,306,102)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(2,539,663)(2,175,611)
Unrealized loss (gain) on marketable securities held in Trust Account(81,703)42,817
Deferred tax (asset) liability17,158 (30,434)
Changes in operating assets and liabilities:
Prepaid expenses(271,322)80,423
Accounts payable and accrued expenses77,442 3,204,116
Income tax payable461,050 (870,193)
Net cash used in operating activities(538,066)(2,054,984)
Cash Flows from Investing Activities:
Investment of cash in Trust Account(400,000,000)
Cash withdrawal from Trust Account to pay income and franchise taxes1,465,190
Net cash provided by (used in) investing activities(400,000,000)1,465,190
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholder25,000
Proceeds from sale of Units, net of underwriting discounts paid393,000,000
Proceeds from sale of Private Placement Warrants9,000,000
Proceeds from promissory notes – related parties270,000
Repayment of promissory notes – related parties(270,000)
Payment of offering costs(562,030)
Net cash provided by financing activities401,462,970
Net Change in Cash924,904 (589,794)
Cash – Beginning816,926
Cash – Ending924,904 227,132
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest0 0
Cash paid for income taxes1,182,839
Non-Cash investing and financing activities:
Deferred underwriting fees15,000,000 0
Initial classification of common stock subject to redemption381,458,796 0
Change in value of common stock subject to possible redemption $ 1,803,146 $ 2,306,102

Description of Organization and

Description of Organization and Business Operations9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Haymaker Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 13, 2019. 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 “Initial Business Combination”). The Company intends to acquire and operate a business in the consumer and consumer-related products and services industries. However, the Company is not limited to these industries and may pursue a business combination opportunity in any business or industry it chooses and may pursue a company with operations or opportunities outside of the United States. On September 8, 2020, the Company, ARKO Corp., a Delaware corporation, Punch US Sub, Inc., a Delaware corporation, Punch Sub Ltd., a company organized under the Laws of the State of Israel, and Arko Holdings Ltd., a company organized under the Laws of the State of Israel (“Arko”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) pursuant to which the Company and Arko shall enter into a business combination. At September 30, 2020, the Company had not yet commenced 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 since the Initial Public Offering, the search for a target business to acquire and entry into the Business Combination Agreement. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income The registration statement for the Company’s Initial Public Offering was declared effective on June 6, 2019. On June 11, 2019, the Company consummated the Initial Public Offering of 40,000,000 units (“Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants at a price of $1.50 per warrant (“Placement Warrants”) in a private placement, generating gross proceeds of $9,000,000. Of this amount, Haymaker Sponsor II, LLC (the “Sponsor”) purchased 5,550,000 Placement Warrants for $8,325,000, Cantor Fitzgerald & Co. (“Cantor”) purchased 383,333 Placement Warrants for $575,000 and Stifel, Nicolaus & Company, Incorporated (“Stifel”) purchased 66,667 Placement Warrants for $100,000. Each Placement Warrant is exercisable to purchase one whole share of the Company’s Class A common stock at $11.50 per share. The Placement Warrants are identical to the warrants sold in the Initial Public Offering subject to limited exceptions, which are described in Note 4. Following the closing of the Initial Public Offering on June 11, 2019, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Warrants was placed in a trust account (the “Trust Account”) which may be 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 185 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 Transaction costs amounted to $22,562,030, consisting of $7,000,000 of underwriting fees, $15,000,000 of deferred underwriting fees and $562,030 of Initial Public Offering costs. In addition, $1,444,570 of cash was held outside of the Trust Account on June 11, 2019 and was available for working capital purposes. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the remaining net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares or more of the Public Shares, without the prior consent of the Company. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, 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, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, The Trust Account The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Indemnity 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 Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account 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 and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements included in the Form 10-K Liquidity and Going Concern As of September 30, 2020, the Company had a balance of cash of $227,132. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its Initial Business Combination. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern through June 11, 2021, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a Business Combination. The Company has incurred significant losses and may require additional funds to meet its obligations and sustain its operations. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019. Investments and Cash Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. For the nine months ended September 30, 2020, the Company had withdrawn $1,465,190 from the Trust Account to pay franchise and income taxes. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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 Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. Any difference between the effective tax rate and statutory tax rate is the result of deferred tax asset or liability balances related to unrealized gains or losses on marketable securities. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture or redemption. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. The Company has not considered the effect of warrants sold in the Public Offering and Private Placement to purchase 19,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants is 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 period. Reconciliation of Net Loss per Common Share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Three Months 2019 Nine Months 2020 For the Net income (loss) $ (3,369,711 ) $ 1,458,925 $ (2,306,102 ) $ 1,798,972 Less: Income attributable to common stock subject to redemption (112,725 ) (1,621,305 ) (1,556,418 ) (1,979,241 ) Adjusted net loss $ (3,482,436 ) $ (162,380 ) $ (3,862,520 ) $ (180,269 ) Weighted average common shares outstanding, basic and diluted 11,919,777 11,864,119 11,901,065 8,631,053 Basic and diluted net loss per common share $ (0.29 ) $ (0.01 ) $ (0.32 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2020, the Company had 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 balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recently Issued 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 financial statements.

Initial Public Offering

Initial Public Offering9 Months Ended
Sep. 30, 2020
Public offering Abstract [Abstract]
Initial Public Offering3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third

Private Placement

Private Placement9 Months Ended
Sep. 30, 2020
Private Placement Abstract [Abstract]
Private Placement4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 Placement Warrants at a price of $1.50 per warrant in a private placement, generating gross proceeds of $9,000,000. Of this amount, the Sponsor purchased 5,550,000 Placement Warrants for $8,325,000, Cantor purchased 383,333 Placement Warrants for $575,000 and Stifel purchased 66,667 Placement Warrants for $100,000. Each Placement Warrant is exercisable to purchase one whole share of the Company’s Class A common stock at $11.50 per share. The Placement Warrants are identical to the warrants sold as part of the units in the Initial Public Offering, except that the Placement Warrants are non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of the Initial Business Combination. Additionally, for so long as the Placement Warrants are held by Cantor, Stifel or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Company’s Initial Public Offering.

Related Party Transactions

Related Party Transactions9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2019, the Company issued an aggregate of 8,625,000 shares of Class B common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. On June 6, 2019, the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 10,062,500 Founder Shares (up to 1,312,500 shares of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised). The Sponsor has forfeited, as the result of the partial exercise of the over-allotment option of the underwriter, 62,500 of these Founder Shares, resulting in the Sponsor holding 10,000,000 Founder Shares, which is 20% of the Company’s issued and outstanding shares. one-for-one The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (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 Pursuant to the letter agreement, the Sponsor, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination. Administrative Services Agreement The Company entered into an agreement whereby, commencing on June 7, 2019 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $20,000 for office space, utilities and administrative support. For the three months ended September 30, 2020 and 2019, the Company incurred and paid $60,000 of expenses, respectively. For the nine months ended September 30, 2020, the Company incurred and paid $180,000 of expenses. For the period from February 13, 2019 (inception) through September 30, 2019, the Company incurred and paid $76,000 of expenses. Related Party Loans On March 15, 2019, the Sponsor loaned the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.50 per warrant that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period.

Commitments

Commitments9 Months Ended
Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments6. COMMITMENTS Registration Rights The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Notwithstanding the foregoing, Cantor, Stifel and their designees may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans will not be able to sell these securities until the termination of the applicable lock-up period Underwriting Agreement The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering of $350,000,000, or $7,000,000. In addition, the underwriters have earned an additional 3.5% on $350,000,000 of the gross proceeds of the Initial Public Offering, or $12,250,000, plus an additional 5.5% of the gross proceeds from the over-allotment, or $2,750,000 (“Deferred Underwriting Commission”) that will be paid upon consummation of the Company’s Initial Business Combination. This commitment of $15,000,000 has been recorded as Deferred Underwriter Compensation in the balance sheet as of September 30, 2020. The underwriting agreement provides that the deferred underwriting discount will be waived by the underwriter if the Company does not complete its Initial Business Combination. A portion of the Deferred Underwriter Compensation (up to a maximum $3,243,750) may be paid to Stifel or other third parties that did not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating an Initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the Company’s management team in their sole and absolute discretion; provided, that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate Deferred Underwriting Commission paid to the underwriter unless the parties otherwise agree.

Stockholders' Equity

Stockholders' Equity9 Months Ended
Sep. 30, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock one-for-one as-converted Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. Warrants Redeemable Warrants Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable 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 warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s 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, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: • 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 (the “30-day • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Placement Warrants The Sponsor, Cantor, and Stifel purchased an aggregate of 6,000,000 Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each whole Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. These Placement Warrants will be non-redeemable and If holders of the Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public The Sponsor has agreed not to transfer, assign or sell any of the Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination.

Fair Value Measurements

Fair Value Measurements9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value 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: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 405,030,324 $ 404,362,721

Pending Acquisition

Pending Acquisition9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]
Pending Acquisition9. PENDING ACQUISITION Business Combination Agreement On September 8, 2020, the Company, ARKO Corp., a Delaware corporation, Punch US Sub, Inc., a Delaware corporation, Punch Sub Ltd., a company organized under the Laws of the State of Israel, and Arko, entered into the Business Combination Agreement pursuant to which ARKO Corp., the Company and Arko will enter into a business combination resulting in Arko and the Company becoming wholly owned subsidiaries of ARKO Corp. The consideration payable under the Business Combination Agreement to the shareholders of Arko consists of a combination of cash and shares of ARKO Corp. and the stockholders and warrant holders of the Company will receive shares and warrants of ARKO Corp. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized in a Form 8-K GPM Equity Purchase Agreement On September 8, the Company, ARKO Corp., Arko, and certain minority investors of GPM Investments, LLC (the “GPM Minority Investors”), entered into the equity purchase agreement (the “GPM Equity Purchase Agreement”), pursuant to which, upon closing of the Business Combination, ARKO Corp. will purchase from the GPM Minority Investors all of their (a) direct and indirect membership interests in GPM, (b) warrants, options or other rights to purchase or otherwise acquire securities of GPM, equity appreciation rights or profits interests relating to GPM, and (c) obligations, evidences of indebtedness or other securities or interests, but only to the extent convertible or exchange into securities described in clauses (a) or (b), including its membership interests (the “Equity Securities”). In exchange for such Equity Securities, the GPM Minority Investors will receive shares of ARKO Corp. common stock and Ares will exchange its warrants to acquire membership interest in GPM for warrants to purchase 1.1. million shares of ARKO Corp. common stock for an exercise price of $10.00 per share, with an exercise period of five years from the date of the closing of the Business Combination. Voting Support Agreements In connection with the execution of the Business Combination Agreement, the Company entered into Voting Support Agreements (each, a “Voting Support Agreement” and collectively, the “Voting Support Agreements”), one with Morris Willner and his affiliates WRDC Enterprises and Vilna Holdings, and one with Arie Kotler and his affiliates KMG Realty LLC and Yahli Group Ltd. (together with Morris Willner and Vilna Holdings, the “Voting Support Shareholders”). Pursuant to the Voting Support Agreements, the Voting Support Shareholders, as Arko shareholders, have agreed to vote, subject to certain exceptions, all of their Arko ordinary shares, par value 0.01 New Israeli Shekel per share (“Arko Ordinary Shares”) (a) in favor of the approval and adoption of the Business Combination Agreement, the GPM Equity Purchase Agreement, and related transaction documents, (b) in favor of any matter reasonably necessary to the consummation of the Business Combination and considered and voted upon by Arko, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of Arko at which any of the foregoing matters are submitted for consideration and vote of the Arko shareholders if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent, impede, delay or adversely affect in any material respects the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated. Additionally, each of Arie Kotler and Morris Willner has agreed for himself, and on behalf of any affiliates holding Arko Ordinary Shares, to elect either Option A or Option B (each as defined in the Business Combination Agreement). Each of Mr. Kotler and Mr. Willner has also agreed to not to, among other things, sell, assign, transfer, or dispose of any of the Arko Ordinary Shares they hold. Voting Letter Agreement In connection with the Business Combination Agreement and other proposed transactions contemplated by the Business Combination Agreement (the “Proposed Transaction”), Arie Kotler, Morris Willner, WRDC Enterprises and Vilna Holdings entered into a letter agreement (the “Voting Letter Agreement”). Pursuant to the Voting Letter Agreement, until the seventh anniversary of the Closing, each of Morris Willner and Vilna Holdings (each, a “Willner Party”) shall vote, or cause to be voted, all shares of ARKO Corp. common stock owned beneficially or of record, whether directly or indirectly, by such Willner Party or any of its affiliates, or over which such Willner Party or any of its affiliates maintains or has voting control, directly or indirectly, at any annual or special meeting of stockholders of ARKO Corp. (including, if applicable, through the execution of one or more written consents if the stockholders of ARKO Corp. are requested to act through the execution of written consent), in favor of Arie Kotler if he is a nominee for election to the board of directors of ARKO Corp. Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, ARKO Corp. entered into the Sponsor Support Agreement with the Sponsor, and for purposes of Section 6 and Section 12 thereof, Andrew R. Heyer and Steven J. Heyer, pursuant to which the Sponsor has agreed to vote all of its shares of the Company common stock (a) in favor of the approval and adoption of the Business Combination Agreement, GPM Equity Purchase Agreement, and other transaction documents, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement, and (c) against at any action, agreement or transactions (other than the Business Combination Agreement and the transactions contemplated thereby) or proposal that would reasonably be expected to (i) prevent or materially delay the transactions contemplated by the Business Combination Agreement or any other transaction document or (ii) result in failure of the transactions contemplated by the Business Combination to be consummated. In addition, the Sponsor, Andrew R. Heyer and Steven J. Heyer (each, a “Specified Holder”) have agreed to vote, or cause to be voted, all shares of ARKO Corp. Common Stock owned beneficially or of record, whether directly or indirectly, by such Specified Holder or any of its affiliates, or over which such Specified Holder or any of its affiliates maintains or has voting control, directly or indirectly, in favor of Arie Kotler if he is a nominee for election to the board of directors of ARKO Corp. from the closing of the Business Combination for a period of up to seven years following of the closing of the Business Combination, subject to certain exceptions contained in the Sponsor Support Agreement. Following the First Effective Time (as defined in the Business Combination Agreement), (i) the Sponsor will automatically forfeit 1,000,000 shares of ARKO Corp. common stock and 2,000,000 Arko Corp. warrants, and such shares and warrants will be cancelled and no longer outstanding and (ii) 4,000,000 shares of Arko Corp. common stock that would otherwise be issuable to the Sponsor will be deferred (subject to certain triggering events). Termination Fee Letter Agreement On September 8, 2020, the Company and the Sponsor entered into a letter agreement related to the Company Termination Fee. If the Business Combination Agreement is terminated under certain circumstances, Arko will be required to pay a termination fee (the “Company Termination Fee”) in the amount of approximately $21.52 million. In the event of any payment of the Company Termination Fee to the Company, the Company will allocate any such amounts as follows (and with the following priority): (i) to pay the expenses of Haymaker incurred in connection with the Proposed Transaction; (ii) to purchase from the Sponsor the Placement Warrants that the Sponsor purchased in connection with the Initial Public Offering; (iii) to reimburse the Company for its expenses in connection with the Proposed Transaction or any other potential business combinations; (iv) to pay $25,000 to the Sponsor; and (v) to pay any taxes applicable to the Company. The Company will cause the amount of the applicable Company Termination Fee remaining after such payments to be paid to the holders of Company Class A common stock (the “Public Stockholders”) at the time of the Company’s liquidation on a pro rata basis based on the number of shares of Company Class A common stock held by such public stockholders. Registration Statement ARKO Corp. filed a registration statement on Form S-4 on For additional information regarding the Business Combination Agreement, the proposed business combination and Arko, including the risks and uncertainties regarding the business combination and Arko’s business, see the Form S-4/A Other than as specifically discussed, this Report does not give effect to the transactions contemplated by the Business Combination Agreement.

Subsequent Events

Subsequent Events9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events10. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements included in the Form 10-K
Liquidity and Going ConcernLiquidity and Going Concern As of September 30, 2020, the Company had a balance of cash of $227,132. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its Initial Business Combination. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern through June 11, 2021, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a Business Combination. The Company has incurred significant losses and may require additional funds to meet its obligations and sustain its operations. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of EstimatesUse of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019.
Investments and Cash Held in Trust AccountInvestments and Cash Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. For the nine months ended September 30, 2020, the Company had withdrawn $1,465,190 from the Trust Account to pay franchise and income taxes.
Common Stock Subject to Possible RedemptionCommon Stock Subject to Possible Redemption The Company accounts for its Class A 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 (if any) 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 Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income TaxesIncome 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. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. Any difference between the effective tax rate and statutory tax rate is the result of deferred tax asset or liability balances related to unrealized gains or losses on marketable securities.
Net Income (Loss) Per Common ShareNet Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, less common shares that were subject to forfeiture or redemption. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. The Company has not considered the effect of warrants sold in the Public Offering and Private Placement to purchase 19,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants is 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 period. Reconciliation of Net Loss per Common Share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Three Months 2019 Nine Months 2020 For the Net income (loss) $ (3,369,711 ) $ 1,458,925 $ (2,306,102 ) $ 1,798,972 Less: Income attributable to common stock subject to redemption (112,725 ) (1,621,305 ) (1,556,418 ) (1,979,241 ) Adjusted net loss $ (3,482,436 ) $ (162,380 ) $ (3,862,520 ) $ (180,269 ) Weighted average common shares outstanding, basic and diluted 11,919,777 11,864,119 11,901,065 8,631,053 Basic and diluted net loss per common share $ (0.29 ) $ (0.01 ) $ (0.32 ) $ (0.02 )
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial InstrumentsFair 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 balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Recently Issued Accounting StandardsRecently Issued 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 financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]
Reconciliation of Net Income (Loss) per Common ShareThe Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Three Months 2019 Nine Months 2020 For the Net income (loss) $ (3,369,711 ) $ 1,458,925 $ (2,306,102 ) $ 1,798,972 Less: Income attributable to common stock subject to redemption (112,725 ) (1,621,305 ) (1,556,418 ) (1,979,241 ) Adjusted net loss $ (3,482,436 ) $ (162,380 ) $ (3,862,520 ) $ (180,269 ) Weighted average common shares outstanding, basic and diluted 11,919,777 11,864,119 11,901,065 8,631,053 Basic and diluted net loss per common share $ (0.29 ) $ (0.01 ) $ (0.32 ) $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on recurring basisThe following table presents information about the Company’s assets that are measured at fair value 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: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 405,030,324 $ 404,362,721

Description of Organization a_2

Description of Organization and Business Operations - Additional information (Details) - USD ($)1 Months Ended5 Months Ended8 Months Ended9 Months Ended
Jun. 11, 2019Jun. 30, 2019Sep. 30, 2019Sep. 30, 2020
Capital Units Sold40,000,000
proceeds from issue of warrants $ 9,000,000
Deferred Underwriting fees $ 15,000,000 $ 0
Cash was Held out side Trust Account $ 1,444,570
Percentag of assets held in trust fairvalue80.00%
Net tangible assets to be maintained for redemption of public shares $ 5,000,001
Business combination redeeming of shares conditionsrestricted from redeeming its shares with respect to more than an aggregate of 15% of the shares or more of the Public Shares, without the prior consent of the Company.
Interest to pay dissolution expense $ 100,000
Trust account withdraw conditions(i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering
Trust account indemnity descriptionreduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets.
IPO [Member]
Capital Units Sold40,000,000
Proceeds from issue of shares $ 400,000,000
Price Per Capital Unit $ 10
Private Placement [Member]
Warrants Issued6,000,000 6,000,000
Warrant per price $ 1.50
proceeds from issue of warrants $ 9,000,000
Exercise price of warrant $ 11.50
Private Placement [Member] | Cantor Fizgerald co [Member]
Warrants Issued383,333
proceeds from issue of warrants $ 575,000
Private Placement [Member] | Nicolaus co [Member]
Warrants Issued66,667
proceeds from issue of warrants $ 100,000
Private Placement [Member] | Sponsor [Member]
Warrants Issued5,550,000
proceeds from issue of warrants $ 8,325,000
IPO And Private Placement [Member]
Assets held in trust $ 400,000,000
Transaction costs22,562,030
Underwriting fees7,000,000
Deferred Underwriting fees15,000,000
Inititial Public Offering Costs $ 562,030

Summary of Significant Accoun_4

Summary of Significant Accounting Policies -Additional Information (Details) - USD ($)9 Months Ended
Sep. 30, 2020Dec. 31, 2019Sep. 30, 2019
Cash, FDIC Insured Amount $ 250,000
Cash And Cash Equivalents227,132 $ 816,926 $ 924,904
Cash withdrawal from Trust Account to pay income and franchise taxes $ 1,465,190
Warrant [Member]
Anti dilutive securities19,333,333

Reconciliation of Net Income (L

Reconciliation of Net Income (Loss) per Common Share (Details) - USD ($)3 Months Ended5 Months Ended6 Months Ended8 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2019Jun. 30, 2019Jun. 30, 2020Sep. 30, 2019Sep. 30, 2020
Net income (loss) $ (3,369,711) $ 1,458,925 $ 340,047 $ 1,063,609 $ 1,798,972 $ (2,306,102)
Less: Income attributable to common stock subject to possible redemption(112,725)(1,621,305)(1,979,241)(1,556,418)
Adjusted net loss $ (3,482,436) $ (162,380) $ (180,269) $ (3,862,520)
Weighted average common shares outstanding, basic and diluted[1]11,919,777 11,864,119 8,631,053 11,901,065
Basic and diluted net loss per common share[2] $ (0.29) $ (0.01) $ (0.02) $ (0.32)
[1]Excludes an aggregate of up to 37,736,854 shares subject to redemption for the three and nine months ended September 30, 2020 and excludes an aggregate of up 38,126,634 shares subject to redemption for the three months ended September 30, 2019 and the period from February 13, 2019 (date of inception) through September 30, 2019.
[2]Basic and diluted net loss per common share excludes income attributable to shares subject to possible redemption of $112,725 for the three months ended September 30, 2020 and $1,556,418 for the nine months ended September 30, 2020 and excludes income attributable to shares subject to possible redemption of $1,621,305 for the three months ended September 30, 2019 and $1,979,241 for the period from February 13, 2019 (inception) through September 30, 2019.

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - $ / shares1 Months Ended5 Months Ended9 Months Ended
Jun. 11, 2019Jun. 30, 2019Sep. 30, 2020
Capital Units Sold40,000,000
Redeemable Warrant [Member]
Description of Number Of Securities In Each WarrantEach Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Redeemable Warrant”).
Requisites For Warrants To Become ExercisableThe Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
IPO [Member]
Capital Units Sold40,000,000
Price Per Capital Unit $ 10
Private Placement [Member]
Exercise price of warrant $ 11.50

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)5 Months Ended8 Months Ended9 Months Ended
Jun. 30, 2019Sep. 30, 2019Sep. 30, 2020
proceeds from issue of warrants $ 9,000,000
Description of requisites to issue placement warrantsThe Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Placement Warrants until 30 days after the completion of the Initial Business Combination.
Description of requisites for exercise of placement warrantsAdditionally, for so long as the Placement Warrants are held by Cantor, Stifel or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Company’s Initial Public Offering.
Private Placement [Member]
Warrant per price $ 1.50
proceeds from issue of warrants $ 9,000,000
Warrants Issued6,000,000 6,000,000
Exercise price of warrant $ 11.50
Description of warrants to be exercisablethe Placement Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Private Placement [Member] | Sponsor [Member]
proceeds from issue of warrants $ 8,325,000
Warrants Issued5,550,000
Private Placement [Member] | Cantor [Member]
proceeds from issue of warrants $ 575,000
Warrants Issued383,333
Private Placement [Member] | Stifel [Member]
proceeds from issue of warrants $ 100,000
Warrants Issued66,667

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)Jun. 06, 2019Jun. 11, 2019Mar. 31, 2019Sep. 30, 2020Jun. 30, 2019Sep. 30, 2019Sep. 30, 2020Dec. 31, 2019Jun. 07, 2019Mar. 15, 2019
Value Of Founder Shares issued $ 25,000
Description Of Stock Dividend EffectedOn June 6, 2019, the Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstandingthe Company effected a 1.16666667 for 1 stock dividend for each share of Class B common stock outstanding
Requisites To Satisfy For Selling the Founder Shares Upon Acceptance of Initial Stockholders(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial 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 the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, 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.
Repayment of debt $ 270,000
Working Capital Loans Available For Conversion Into Warrants $ 1,500,000
Working Capital Warrants Exercise Price $ 1.50
Administrative Services Agreement [Member]
Business Acquisition or Liquidation Cost $ 20,000
Payment Of Business Combination Expense $ 60,000
Common Class B [Member]
Founder Shares Issued8,625,000 8,625,000
Value Of Founder Shares issued $ 863
Founder Shares Outstanding10,000,000 10,000,000 10,000,000
Founder Shares [Member]
Equity Method Investment, Ownership Percentage20.00%
Founder [Member]
Founder Shares Forfeited62,500 62,500
Founder [Member] | Over Allotment Exercise [Member]
Founder Shares Subject to Forfeiture1,312,500
Founder [Member] | Common Class B [Member]
Value Of Founder Shares issued $ 25,000
Founder Shares Outstanding10,062,500
Sponsor [Member] | Commercial Paper [Member]
Line of credit maximum borrowing capacity $ 300,000
Repayment of debt $ 270,000
Sponsor [Member] | Founder Shares [Member]
Founder Shares Outstanding10,000,000

Commitments - Additional Inform

Commitments - Additional Information (Details)9 Months Ended
Sep. 30, 2020USD ($)
Deferred underwritting fee $ 15,000,000
Maximum [Member]
Deferred underwriting compensation planned to pay $ 3,243,750
Underwriting Payment One [Member]
Percentage of underwriting discount paid on gross proceeds(2.00%)
Underwriting Payment One [Member] | Payment Option One [Member]
Proceeds from public offering $ 350,000,000
Underwriting Payment One [Member] | Payment Option Two [Member]
Underwriting fees $ 7,000,000
Underwriting Payment Two [Member]
Percentage of underwriting discount paid on gross proceeds3.50%
Underwriting Payment Two [Member] | Payment Option One [Member]
Proceeds from public offering $ 350,000,000
Underwriting Payment Two [Member] | Payment Option Two [Member]
Underwriting fees12,250,000
Underwriting Payment Three [Member]
Underwriting fees $ 2,750,000
Percentage of underwriting discount paid on gross proceeds5.50%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - $ / shares5 Months Ended9 Months Ended
Jun. 30, 2019Sep. 30, 2020Dec. 31, 2019
Preferred Stock Number Of Shares Authorised1,000,000 1,000,000
Preferred Stock Par Value Of Each Share $ 0.0001 $ 0.0001
Common Stock Voting RightsHolders of the Company’s Class A common stock are entitled to one vote for each share
Redemption Price Per Warrant $ 0.01
Sale Price Of Common Stock Per Share $ 18
Exercise Price Descriptions Of Adjustment TheretoIn addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Common stock subject to possible redemption37,736,854 38,116,403
Private Placement [Member]
Exercise Price Per Unit Of Warrant That Is Redeemable $ 11.50
Issue Price Per Warrant $ 1.50
Class Of Warrants and Rights Issued6,000,000 6,000,000
Minimum [Member]
Minimum Notice Period For Warrant Redemption30 days
Common Class A [Member]
Common Stock That The Company Is Authorised To Issue200,000,000 200,000,000
Common Stock Par Value Of Each Share $ 0.0001 $ 0.0001
Common stock shares issued2,263,146 1,883,597
Common stock shares outstanding2,263,146 1,883,597
Terms And Conditions Of Exercise Of Rights Pursuant To WarrantsEach whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Common Class B [Member]
Common Stock That The Company Is Authorised To Issue20,000,000 20,000,000
Common Stock Par Value Of Each Share $ 0.0001 $ 0.0001
Common stock shares issued10,000,000 10,000,000
Common stock shares outstanding10,000,000 10,000,000
Percentage Of Shares Outstanding Upon IPO Completion20.00%

Schedue of fair value assets me

Schedue of fair value assets measured on recurring basis (Details) - USD ($)Sep. 30, 2020Dec. 31, 2019
Assets:
Cash and marketable securities held in Trust Account $ 405,030,324 $ 404,362,721
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Assets:
Cash and marketable securities held in Trust Account $ 405,030,324 $ 404,362,721

Pending Acquisition -Additional

Pending Acquisition -Additional Information (Details) - USD ($)Sep. 30, 2020Sep. 08, 2020
Sponsor [Member]
Business Acquisition [Line Items]
Common Stock Subject To Forfeiture38,126,634
Arko Corp [Member] | Voting Support Agreement [Member] | Israel, New Shekels | Approval Of Business Combination And Minority Share Purchase Agreement [Member] | Arko Ordinary Shares [Member]
Business Acquisition [Line Items]
Common stock par or stated value per share $ 0.01
Arko Corp [Member] | Termination Fee Letter Agreement [Member]
Business Acquisition [Line Items]
Termination fee payable in case business combination does not occur $ 21,520,000
Arko Corp [Member] | Termination Fee Letter Agreement [Member] | Sponsor [Member]
Business Acquisition [Line Items]
Due to related parties $ 25,000
Arko Corp [Member] | Business Combination Agreement [Member] | Sponsor [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Common Stock Subject To Forfeiture1,000,000
Warrants subject to forfeiture2,000,000
Common stock shares issuable4,000,000
Ares [Member] | Arko Corp [Member] | GPM Equity Purchase Agreement [Member]
Business Acquisition [Line Items]
Class of warrants or rights number of securities called by the warrants or rights1,100,000
Class of warrant or right, exercise price of warrants or rights $ 10
Wilner [Member] | Arko Corp [Member] | Voting Letter Agreement [Member]
Business Acquisition [Line Items]
Period for which the voting can be made7 years