Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 26, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Pivotal Investment Corp II | |
Entity Address, State or Province | NY | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001772720 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | PIC | |
Title of 12(b) Security | Class A Common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | PIC.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | PIC WS | |
Title of 12(b) Security | Redeemable Warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Jun. 30, 2019USD ($) | |
ASSETS | ||
Current assets – Cash | $ 37,045 | |
Deferred offering costs | 133,736 | |
Total Assets | 170,781 | |
Current liabilities | ||
Accounts payable | 375 | |
Accrued offering costs | 20,860 | |
Promissory note – related party | 125,000 | |
Total Current Liabilities | 146,235 | |
Commitments | ||
Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid in capital | 24,425 | |
Accumulated deficit | (454) | |
Total Stockholders' Equity | 24,546 | |
Total Liabilities and Stockholders' Equity | 170,781 | |
Class A Common stock | ||
Equity | ||
Common stock value | ||
Class B Common Stock | ||
Equity | ||
Common stock value | $ 575 | [1] |
[1] | Included an aggregate of up to 750,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full (see Note 7). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Jun. 30, 2019$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Number Of Shares Subject To Forfeiture | 750,000 |
Class A Common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, shares authorized | 75,000,000 |
Common Stock, shares issued | 0 |
Common Stock, shares outstanding | 0 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, shares authorized | 10,000,000 |
Common Stock, shares issued | 5,750,000 |
Common Stock, shares outstanding | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||
Formation and operating costs | $ 454 | $ 79 | |
Net Loss | $ (454) | $ (79) | |
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 5,000,000 |
Basic and diluted net loss per common share | $ 0 | $ 0 | |
[1] | Excluded an aggregate of up to 750,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full (see Note 7). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Jun. 30, 2019shares |
Income Statement [Abstract] | |
Number Of Shares Subject To Forfeiture | 750,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | ||
Beginning Balance at Mar. 19, 2019 | [1] | |||||
Beginning Balance - Shares at Mar. 19, 2019 | [1] | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 575 | [1] | 24,425 | ||
Issuance of Class B common stock to Sponsor - Shares | [1] | 5,750,000 | ||||
Net loss | (375) | [1] | (375) | |||
Ending Balance at Mar. 31, 2019 | 24,625 | $ 575 | [1] | 24,425 | (375) | |
Ending Balance - Shares at Mar. 31, 2019 | [1] | 5,750,000 | ||||
Beginning Balance at Mar. 19, 2019 | [1] | |||||
Beginning Balance - Shares at Mar. 19, 2019 | [1] | |||||
Net loss | (454) | |||||
Ending Balance at Jun. 30, 2019 | 24,546 | $ 575 | [1] | 24,425 | (454) | |
Ending Balance - Shares at Jun. 30, 2019 | [1] | 5,750,000 | ||||
Beginning Balance at Mar. 31, 2019 | 24,625 | $ 575 | [1] | 24,425 | (375) | |
Beginning Balance - Shares at Mar. 31, 2019 | [1] | 5,750,000 | ||||
Net loss | (79) | (79) | ||||
Ending Balance at Jun. 30, 2019 | $ 24,546 | $ 575 | [1] | $ 24,425 | $ (454) | |
Ending Balance - Shares at Jun. 30, 2019 | [1] | 5,750,000 | ||||
[1] | Included an aggregate of up to 750,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full (see Note 7). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Jun. 30, 2019shares |
Statement of Stockholders' Equity [Abstract] | |
Number Of Shares Subject To Forfeiture | 750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (454) |
Changes in operating assets and liabilities: | |
Accounts payable | 375 |
Net cash used in operating activities | (79) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from promissory note - related party | 125,000 |
Payment of offering costs | (112,876) |
Net cash provided by financing activities | 37,124 |
Net Change in Cash | 37,045 |
Cash – Beginning | 0 |
Cash – Ending | 37,045 |
Non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | $ 20,860 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Pivotal Investment Corporation II (the “Company”) was incorporated in Delaware The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. However, the Company is currently focusing its search on companies in North America in industries ripe for disruption from continuously evolving digital technology and the resulting shift in distribution patterns and consumer purchase behavior. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2019, the Company had not commenced any operations. All activity through June 30, 2019 relates to the Company’s formation and its initial public offering The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on July 11, 2019. On July 16, 2019, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), including 3,000,000 Units subject to the underwriters’ over-allotment option, generating total gross proceeds of $230,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 4,233,333 1.50 6,350,000 Following the closing of the Initial Public Offering on July 16, 2019, an amount of $ 230,000,000 2a-7 Transaction costs amounted to $ 13,185,704 8,050,000 535,704 1,304,815 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by th The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company has until January 16, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The holders of the Founder Shares have agreed to waive their right to any distribution from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of the Founder Shares acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party (including target businesses) who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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 Policies | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 15, 2019, as well as the Company’s Current Reports on Form 8-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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. The Company did not have any deferred tax assets or liabilities at June 30, 2019 and the provision for income taxes was deemed to be immaterial Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture the extent the over-allotment option was not exercised by the underwriters. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Jun. 30, 2019 | |
Public Offering [Abstract] | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 3 Months Ended |
Jun. 30, 2019 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,233,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,350,000. Each Private Placement Warrant is identical to the Public Warrants except that they are non-redeemable |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 29, 2019, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ option to purchase additional units was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On April 9, 2019, an affiliate of the Sponsor loaned the Company an aggregate of $125,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments
Commitments | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Registration Rights Pursuant to a registration rights agreement entered into on July 11, 2019, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans or pursuant to the Forward Purchase Agreement (described below) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of $4,600,000. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Forward purchase agreement On July 11, 2019, a managing member of the Sponsor entered into a forward purchase contract with the Company to purchase, in a private placement to occur concurrently with the consummation of the Company’s initial Business Combination, up to $150,000,000 of the Company’s securities. The type and amount of securities to be purchased by the managing member of the Sponsor will be determined by the Company and the managing member of the Sponsor at the time the Company enters into the definitive agreement for the proposed Business Combination. This agreement would be independent of the percentage of stockholders electing to convert their public shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The agreement is also conditioned on the Company’s board of directors, including an affiliate of the managing member of the Sponsor, having unanimously approved the proposed initial Business Combination. Accordingly, the managing member of the Sponsor may not agree to purchase any securities, in which case the Company may need to arrange alternate financing to complete the Business Combination. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 7 — Stockholders’ Equity Preferred Stock Common Stock Class A Common Stock Class B Common Stock 750,000 underwriters’ option to purchase additional units was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. • If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them 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, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) 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 greater of the Market Value and the Newly Issued Price. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than 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) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 15, 2019, as well as the Company’s Current Reports on Form 8-K, |
Emerging growth company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019. |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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. The Company did not have any deferred tax assets or liabilities at June 30, 2019 and the provision for income taxes was deemed to be immaterial |
Net loss per common share | Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture the extent the over-allotment option was not exercised by the underwriters. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent accounting pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2019 | Jun. 30, 2019 |
Date of incorporation | Mar. 20, 2019 | |
State of incorporation | DE | |
Estimated interest expenses to be paid in case the business acquisition has not occurred | $ 100,000 | |
Minimum tangible assets required for business combination | $ 5,000,001 | |
Subsequent Event [Member] | ||
Payments for under writing expense | $ 4,600,000 | |
Transaction costs | 13,185,704 | |
Deferred underwriting fees | 8,050,000 | |
Other costs | 535,704 | |
Additional proceeds from initial public offering | $ 1,304,815 | |
Subsequent Event [Member] | US Treasury and Government [Member] | ||
Investments maturity period | 180 days | |
Subsequent Event [Member] | IPO [Member] | ||
Stock issued during period | 23,000,000 | |
Gross proceeds from initial public offer | $ 230,000,000 | |
Issue price per unit | $ 10 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Warrants and rights issued | 4,233,333 | |
Warrants price | $ 1.50 | |
Proceeds from issuance of warrants | $ 6,350,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Stock issued during period | 3,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2019USD ($)shares | |
Accounting Policies [Abstract] | |
Number of shares that were subject to forfeiture | shares | 750,000 |
Insured amount | $ | $ 250,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - Subsequent Event [Member] | Jul. 16, 2019$ / sharesshares |
IPO [Member] | |
Stock issued during period | shares | 23,000,000 |
Issue price per unit | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Stock issued during period | shares | 3,000,000 |
Common Class A [Member] | |
Class of warrants exercise price | $ / shares | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] - Subsequent Event [Member] | Jul. 16, 2019USD ($)$ / sharesshares |
Warrants and rights issued | shares | 4,233,333 |
Warrants price | $ / shares | $ 1.50 |
Proceeds from issuance of warrants | $ | $ 6,350,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 29, 2019 | Apr. 09, 2019 | Jun. 30, 2019 |
Proceeds from issuance of common stock | $ 25,000 | ||
Description of conditions for transfer or sell founder shares | The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
Proceeds from related party debt | $ 125,000 | ||
Due to related parties | $ 125,000 | ||
Number of shares subject to forfeiture | 750,000 | ||
Private Placement [Member] | |||
Working capital loans eligible for conversion into warrants | $ 1,500,000 | ||
Conversion price of warrant | $ 1.50 | ||
Promissory Note [Member] | |||
Proceeds from related party debt | $ 125,000 | ||
Due to related parties | $ 125,000 | ||
Common Class B [Member] | Founder Shares [Member] | |||
Stock issued during period | 5,750,000 | ||
Proceeds from issuance of common stock | $ 25,000 | ||
Number of shares subject to forfeiture | 750,000 | ||
Stock conversion description | underwriters’ option to purchase additional units was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Jul. 16, 2019 | Jul. 11, 2019 |
Payments for underwriting expense | $ 4,600,000 | |
Aggregate value of business combination agreement | $ 150,000,000 | |
Deferred underwriting fees | 8,050,000 | |
Underwriting Agreement [Member] | ||
Payments for underwriting expense | $ 4,600,000 | |
Underwriting deferred fee per unit | $ 0.35 | |
Deferred underwriting fees | $ 8,050,000 |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Redeem of public warrants | if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Exercise of warrants description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) 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 greater of the Market Value and the Newly Issued Price. |
Common stock conversion percentage | 20.00% |
Redemption price per warrant | $ / shares | $ 0.01 |
Number of shares subject to forfeiture | 750,000 |
Common Class A [Member] | |
Common stock, shares authorized | 75,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 0 |
Common Stock, shares outstanding | 0 |
Common Class A [Member] | Additional Shares [Member] | |
Percentage of shares of total equity under business combination | 60.00% |
Common Class A [Member] | Additional Shares [Member] | Maximum [Member] | |
Business acquisition share price | $ / shares | $ 9.20 |
Common Class B [Member] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares issued | 5,750,000 |
Common Stock, shares outstanding | 5,750,000 |
Common Class B [Member] | IPO [Member] | |
Number of shares subject to forfeiture | 750,000 |
Stock conversion description | underwriters’ option to purchase additional units was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering |