Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
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 | Yes | |
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 | |
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 | |
Title of 12(b) Security | Redeemable Warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 752,835 | $ 624,943 |
Prepaid income taxes | 43,841 | |
Prepaid expenses and other current assets | 74,047 | 72,733 |
Total Current Assets | 826,882 | 741,517 |
Marketable securities held in Trust Account | 232,265,211 | 231,919,897 |
TOTAL ASSETS | 233,092,093 | 232,661,414 |
Current liabilities | ||
Accounts payable and accrued expenses | 160,853 | 204,393 |
Accrued offering costs | 10,000 | 10,000 |
Income taxes Payables | 66,658 | |
Total Current liabilities | 237,511 | 214,393 |
Deferred tax liability | 1,707 | |
Deferred underwriting fee | 8,050,000 | 8,050,000 |
Total Liabilities | 8,287,511 | 8,266,100 |
Commitments | ||
Common stock subject to possible redemption 21,775,816 and 21,768,560 shares at redemption value at June 30, 2020 and December 31, 2019, respectively | 219,804,573 | 219,395,310 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 3,384,026 | 3,793,288 |
Retained earnings | 1,615,286 | 1,206,018 |
Total Stockholders' Equity | 5,000,009 | 5,000,004 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 233,092,093 | 232,661,414 |
Class A Common stock | ||
Stockholders' Equity | ||
Common stock value | 122 | 123 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock value | $ 575 | $ 575 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock subject to possible redemption shares | 21,775,816 | 21,768,560 | 750,000 |
Class A Common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, shares authorized | 75,000,000 | 75,000,000 | |
Common Stock, shares issued | 1,224,184 | 1,231,440 | |
Common Stock, shares outstanding | 1,224,184 | 1,231,440 | |
Common stock subject to possible redemption shares | 21,775,816 | 21,768,560 | |
Class B Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, shares authorized | 10,000,000 | 10,000,000 | |
Common Stock, shares issued | 5,750,000 | 5,750,000 | |
Common Stock, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | ||
Income Statement [Abstract] | |||||
Operating costs | $ 216,022 | $ 79 | $ 454 | $ 347,286 | |
Loss from operations | (216,022) | (79) | (454) | (347,286) | |
Other income: | |||||
Interest income on marketable securities held in Trust Account | 86,754 | 865,346 | |||
(Loss) income before benefit (provision) for income taxes | (129,268) | (79) | (454) | 518,060 | |
Benefit (provision) for income taxes | 27,147 | (108,792) | |||
Net (loss) income | $ (102,121) | $ (79) | $ (454) | $ 409,268 | |
Weighted average shares outstanding, basic and diluted | [1] | 6,952,161 | 5,000,000 | 5,000,000 | 6,966,801 |
Basic and diluted net loss per common share | [2] | $ (0.02) | $ 0 | $ 0 | $ (0.03) |
[1] | Excludes an aggregate of 21,775,816 shares subject to possible redemption at June 30, 2020. Excluded an aggregate of up to 750,000 shares subject to forfeiture if the underwriters’ option to purchase additional units was not exercised in full or in part at June 30, 2019. | ||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $60,501 and $621,625 for the three and six months ended June 30, 2020, respectively (see Note 2). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Aggregate of share subject to possible redemption | 21,775,816 | 21,775,816 | 21,768,560 | 750,000 |
Net loss per share subject to possible redemption | $ 60,501 | $ 621,625 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Additional Paid in Capital [Member] | Retained Earnings [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] |
Beginning Balance at Mar. 19, 2019 | |||||
Beginning Balance - Shares at Mar. 19, 2019 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,425 | $ 575 | ||
Issuance of Class B common stock to Sponsor - Shares | 5,750,000 | ||||
Net (loss) income | (375) | $ (375) | |||
Ending Balance at Mar. 31, 2019 | 24,625 | 24,425 | (375) | $ 575 | |
Ending Balance - Shares at Mar. 31, 2019 | 5,750,000 | ||||
Beginning Balance at Mar. 19, 2019 | |||||
Beginning Balance - Shares at Mar. 19, 2019 | |||||
Net (loss) income | (454) | ||||
Ending Balance at Jun. 30, 2019 | 24,546 | 24,425 | (454) | $ 575 | |
Ending Balance - Shares at Jun. 30, 2019 | 5,750,000 | ||||
Beginning Balance at Mar. 31, 2019 | 24,625 | 24,425 | (375) | $ 575 | |
Beginning Balance - Shares at Mar. 31, 2019 | 5,750,000 | ||||
Net (loss) income | (79) | (79) | |||
Ending Balance at Jun. 30, 2019 | 24,546 | 24,425 | (454) | $ 575 | |
Ending Balance - Shares at Jun. 30, 2019 | 5,750,000 | ||||
Beginning Balance at Dec. 31, 2019 | 5,000,004 | 3,793,288 | 1,206,018 | $ 123 | $ 575 |
Beginning Balance - Shares at Dec. 31, 2019 | 1,231,440 | 5,750,000 | |||
Change in value of Class A common stock subject to possible redemption | (511,385) | (511,382) | $ (3) | ||
Change in value of Class A common stock subject to possible redemption - Shares | (29,279) | ||||
Net (loss) income | 511,389 | 511,389 | |||
Ending Balance at Mar. 31, 2020 | 5,000,008 | 3,281,906 | 1,717,407 | $ 120 | $ 575 |
Ending Balance - Shares at Mar. 31, 2020 | 1,202,161 | 5,750,000 | |||
Beginning Balance at Dec. 31, 2019 | 5,000,004 | 3,793,288 | 1,206,018 | $ 123 | $ 575 |
Beginning Balance - Shares at Dec. 31, 2019 | 1,231,440 | 5,750,000 | |||
Net (loss) income | 409,268 | ||||
Ending Balance at Jun. 30, 2020 | 5,000,009 | 3,384,026 | 1,615,286 | $ 122 | $ 575 |
Ending Balance - Shares at Jun. 30, 2020 | 1,224,184 | 5,750,000 | |||
Beginning Balance at Mar. 31, 2020 | 5,000,008 | 3,281,906 | 1,717,407 | $ 120 | $ 575 |
Beginning Balance - Shares at Mar. 31, 2020 | 1,202,161 | 5,750,000 | |||
Change in value of Class A common stock subject to possible redemption | 102,122 | 102,120 | $ 2 | ||
Change in value of Class A common stock subject to possible redemption - Shares | 22,023 | ||||
Net (loss) income | (102,121) | (102,121) | |||
Ending Balance at Jun. 30, 2020 | $ 5,000,009 | $ 3,384,026 | $ 1,615,286 | $ 122 | $ 575 |
Ending Balance - Shares at Jun. 30, 2020 | 1,224,184 | 5,750,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Jun. 30, 2020shares |
Statement of Stockholders' Equity [Abstract] | |
Number of shares subject to forfeiture | 750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (454) | $ 409,268 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (865,346) | |
Deferred tax provision | (1,707) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,314) | |
Prepaid income taxes | 375 | 43,841 |
Accounts payable and accrued expenses | (43,540) | |
Income taxes payable | 66,658 | |
Net cash used in operating activities | (79) | (392,140) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 520,032 | |
Net cash provided by investing activities | 520,032 | |
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 | 0 |
Net Change in Cash | 37,045 | 127,892 |
Cash – Beginning | 624,943 | |
Cash – Ending | 37,045 | 752,835 |
Non-cash Investing and Financing Activities: | ||
Deferred offering costs included in accrued offering costs | $ 20,860 | |
Change in value of common stock subject to possible redemption | $ 409,263 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
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 on March 20, 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 or entities (the “Business Combination”). 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, 2020, the Company had not commenced any operations. All activity through June 30, 2020 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, identifying a target company for a Business Combination. 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 sold, 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 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Pivotal Investment Holdings II LLC (the “Sponsor”), generating total gross proceeds of $6,350,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 16, 2019, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 Transaction costs amounted to $13,185,704, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $535,704 of other costs. In addition, at June 30, 2020, cash of $752,835 was held outside of the Trust Account and is available for working capital purposes. 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 the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then 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. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below in Note 5) have agreed to vote such Founder Shares and any Public Shares purchased after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 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 (and the Company’s stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend such 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 Annual Report on Form 10-K 10-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 condensed 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At June 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through June 30, 2020, the Company has withdrawn $520,032 of interest earned on the Trust Account to pay for its franchise and income tax obligations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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, 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. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At June 30, 2019, weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture if the option to purchase additional units was not exercised by the underwriter. The Company applies the two-class Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months June 30, For the Period 20, 2019 June 30, 2020 2019 2020 2019 Net income (loss) $ (102,121 ) $ (79 ) $ 409,268 $ (454 ) Less: Income attributable to common stock subject to possible redemption (60,501 ) — (621,625 ) — Adjusted net loss $ (162,622 ) $ (79 ) $ (212,357 ) $ (454 ) Weighted average shares outstanding, basic and diluted 6,952,161 5,000,000 6,966,801 5,000,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.03 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 | 6 Months Ended |
Jun. 30, 2020 | |
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 | 6 Months Ended |
Jun. 30, 2020 | |
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 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one 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 • If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Assets, Fair Value Disclosure [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 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 June 30, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 232,265,211 $ 231,919,897 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 Annual Report on Form 10-K 10-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 condensed 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2020 and December 31, 2019. |
Marketable securities held in trust account | Marketable Securities Held in Trust Account At June 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through June 30, 2020, the Company has withdrawn $520,032 of interest earned on the Trust Account to pay for its franchise and income tax obligations. |
Common stock subject to possible redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
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, 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. |
Net loss per common share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At June 30, 2019, weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture if the option to purchase additional units was not exercised by the underwriter. The Company applies the two-class |
Reconciliation of net loss per common share | Reconciliation of Net Loss per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months June 30, For the Period 20, 2019 June 30, 2020 2019 2020 2019 Net income (loss) $ (102,121 ) $ (79 ) $ 409,268 $ (454 ) Less: Income attributable to common stock subject to possible redemption (60,501 ) — (621,625 ) — Adjusted net loss $ (162,622 ) $ (79 ) $ (212,357 ) $ (454 ) Weighted average shares outstanding, basic and diluted 6,952,161 5,000,000 6,966,801 5,000,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.03 ) $ (0.00 ) |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent accounting pronouncements | Recent Accounting 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months June 30, For the Period 20, 2019 June 30, 2020 2019 2020 2019 Net income (loss) $ (102,121 ) $ (79 ) $ 409,268 $ (454 ) Less: Income attributable to common stock subject to possible redemption (60,501 ) — (621,625 ) — Adjusted net loss $ (162,622 ) $ (79 ) $ (212,357 ) $ (454 ) Weighted average shares outstanding, basic and diluted 6,952,161 5,000,000 6,966,801 5,000,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.00 ) $ (0.03 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets, Fair Value Disclosure [Abstract] | |
Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 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 June 30, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 232,265,211 $ 231,919,897 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2019 | Jun. 30, 2020 |
Date of incorporation | Mar. 20, 2019 | |
State of incorporation | DE | |
Payments for under writing expense | $ 4,600,000 | |
Estimated interest expenses to be paid in case the business acquisition has not occurred | $ 100,000 | |
Transaction costs | 13,185,704 | |
Deferred underwriting fees | 8,050,000 | |
Other costs | $ 535,704 | |
Minimum tangible assets required for business combination | 5,000,001 | |
Additional proceeds from initial public offering | $ 752,835 | |
US Treasury and Government [Member] | ||
Investments maturity period | 180 days | |
IPO [Member] | ||
Stock issued during period | 23,000,000 | |
Gross proceeds from initial public offer | $ 230,000,000 | |
Issue price per unit | $ 10 | |
Private Placement [Member] | ||
Warrants and rights issued | 4,233,333 | |
Warrants price | $ 1.50 | |
Proceeds from issuance of warrants | $ 6,350,000 | |
Over-Allotment Option [Member] | ||
Stock issued during period | 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | |||||||
Net income (loss) | $ (375) | $ (102,121) | $ 511,389 | $ (79) | $ (454) | $ 409,268 | |
Less: Income attributable to common stock subject to possible redemption | (60,501) | (621,625) | |||||
Adjusted net loss | $ (162,622) | $ (79) | $ (454) | $ (212,357) | |||
Weighted average shares outstanding, basic and diluted | [1] | 6,952,161 | 5,000,000 | 5,000,000 | 6,966,801 | ||
Basic and diluted net loss per share | [2] | $ (0.02) | $ 0 | $ 0 | $ (0.03) | ||
[1] | Excludes an aggregate of 21,775,816 shares subject to possible redemption at June 30, 2020. Excluded an aggregate of up to 750,000 shares subject to forfeiture if the underwriters’ option to purchase additional units was not exercised in full or in part at June 30, 2019. | ||||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $60,501 and $621,625 for the three and six months ended June 30, 2020, respectively (see Note 2). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | |||
Aggregate of share subject to possible redemption | 21,775,816 | 21,768,560 | 750,000 |
Cash withdrawn from Trust Account to pay franchise and income taxes | $ 520,032 | ||
Insured amount | $ 250,000 | ||
Antidilutive securities excluded from earning per share | 11,900,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) | 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] | 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 ($) | Apr. 09, 2019 | Mar. 29, 2019 | Jun. 30, 2019 | Jun. 30, 2020 |
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 | |||
Number of shares subject to forfeiture | 750,000 | |||
Number of shares not 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 | |||
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) - 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) - $ / shares | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Aggregate of share subject to possible redemption | 21,775,816 | 21,768,560 | 750,000 |
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 | $ 0.01 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 1,224,184 | 1,231,440 | |
Common Stock, shares outstanding | 1,224,184 | 1,231,440 | |
Aggregate of share subject to possible redemption | 21,775,816 | 21,768,560 | |
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 | $ 9.20 | ||
Common Class B [Member] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 | |
Common Stock, shares outstanding | 5,750,000 | 5,750,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Marketable Securities Held In Trust [Member] | ||
Marketable securities held in Trust Account | $ 232,265,211 | $ 231,919,897 |