Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2020 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | XL Fleet Corp. |
Entity Central Index Key | 0001772720 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | |||
Cash | $ 535,515 | $ 624,943 | |
Prepaid income taxes | 100,108 | 43,841 | |
Prepaid expenses and other current assets | 38,273 | 72,733 | |
Total Current Assets | 673,896 | 741,517 | |
Marketable securities held in Trust Account | 232,286,222 | 231,919,897 | |
TOTAL ASSETS | 232,960,118 | 232,661,414 | |
Current liabilities | |||
Accounts payable and accrued expenses | 1,922,060 | 204,393 | |
Accrued offering costs | 10,000 | 10,000 | |
Total Current liabilities | 1,932,060 | 214,393 | |
Deferred tax liability | 0 | 1,707 | |
Deferred underwriting fee | 8,050,000 | 8,050,000 | |
Total Liabilities | 9,982,060 | 8,266,100 | |
Commitments | |||
Common stock subject to possible redemption 21,582,057 and 21,768,560 shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 217,978,057 | 219,395,310 | |
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 5,210,522 | 3,793,288 | |
Accumulated deficit | (211,238) | 1,206,018 | |
Total Stockholders' Equity | 5,000,001 | 5,000,004 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 232,960,118 | 232,661,414 | |
Class A Common stock | |||
Stockholders' Equity | |||
Common stock value | 142 | 123 | |
Class B Common Stock | |||
Stockholders' Equity | |||
Common stock value | 575 | 575 | |
XL Hybrids Inc [Member] | |||
Current Assets | |||
Cash and cash equivalents | 1,583,000 | 3,386,000 | $ 5,681,000 |
Restricted cash | 150,000 | 150,000 | 226,000 |
Accounts receivable, net | 6,399,000 | 1,159,000 | 3,791,000 |
Inventory, net | 4,553,000 | 2,240,000 | 2,455,000 |
Prepaid expenses and other current assets | 145,000 | 146,000 | 406,000 |
Total Current Assets | 12,830,000 | 7,081,000 | 12,559,000 |
Property and equipment, net | 678,000 | 840,000 | 670,000 |
Intangible assets, net | 659,000 | 809,000 | |
Goodwill | 489,000 | 489,000 | |
Other assets | 182,000 | 30,000 | 313,000 |
TOTAL ASSETS | 14,838,000 | 9,249,000 | 13,542,000 |
Current liabilities | |||
Revolving line of credit | 1,854,000 | 2,587,000 | |
Current portion of long-term debt, net of debt discount and issuance costs | 2,801,000 | 1,435,000 | 277,000 |
Subordinated convertible promissory notes | 19,219,000 | 9,102,000 | |
Convertible debt derivative liability | 5,914,000 | 1,349,000 | |
Accounts payable | 3,965,000 | 549,000 | 1,638,000 |
Accrued expenses and other current liabilities | 6,721,000 | 3,054,000 | 2,850,000 |
Total Current liabilities | 40,474,000 | 15,489,000 | 7,352,000 |
Long-term debt, net of current portion and debt discount and issuance costs | 1,128,000 | 1,849,000 | 1,025,000 |
Deferred revenue | 133,000 | 133,000 | 20,000 |
Contingent consideration | 866,000 | 1,101,000 | |
New market tax credit obligation | 4,396,000 | 4,377,000 | 4,299,000 |
Total Liabilities | 46,997,000 | 22,949,000 | 12,696,000 |
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 51,889,000 | 51,005,000 | 51,005,000 |
Commitments | |||
Stockholders' Equity | |||
Common stock value | 1,000 | 1,000 | 1,000 |
Additional paid-in capital | 3,573,000 | 2,889,000 | 2,524,000 |
Accumulated deficit | (87,622,000) | (67,595,000) | (52,684,000) |
Total Stockholders' Equity | (84,048,000) | (64,705,000) | (50,159,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 14,838,000 | 9,249,000 | 13,542,000 |
XL Hybrids Inc [Member] | Series D-1 Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 24,388,000 | 24,388,000 | 24,388,000 |
XL Hybrids Inc [Member] | Series D-2 Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 740,000 | 740,000 | 740,000 |
XL Hybrids Inc [Member] | Series D-3 Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 103,000 | 103,000 | 103,000 |
XL Hybrids Inc [Member] | Series D-4 Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 2,233,000 | 2,233,000 | 2,233,000 |
XL Hybrids Inc [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 13,904,000 | 13,054,000 | 13,054,000 |
XL Hybrids Inc [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 5,956,000 | 5,956,000 | 5,956,000 |
XL Hybrids Inc [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 34,000 | 0 | 0 |
XL Hybrids Inc [Member] | Series A Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities | |||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | $ 4,531,000 | $ 4,531,000 | $ 4,531,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | |
Stock Subject to Possible Redemption Shares | 21,582,057 | 21,768,560 | |
XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | |
Redeemable, Convertible Preferred Stock , Shares Authorized | 99,966,639 | 99,966,639 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 130,000,000 | 130,000,000 | 130,000,000 |
Common Stock, shares issued | 11,639,966 | 11,519,778 | 10,265,945 |
Common Stock, shares outstanding | 11,639,966 | 11,519,778 | 10,265,945 |
Class A Common stock | |||
Preferred stock, shares issued | 1,417,943 | 1,231,440 | |
Stock Subject to Possible Redemption Shares | 21,582,057 | 21,768,560 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, shares authorized | 75,000,000 | 75,000,000 | |
Common Stock, shares issued | 1,417,943 | 1,231,440 | |
Common Stock, shares outstanding | 1,417,943 | 1,231,440 | |
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 | |
Series D-1 Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 43,382,845 | 43,382,845 | 43,382,845 |
Redeemable, Convertible Preferred Stock , Shares Issued | 42,897,247 | 42,897,247 | 42,897,247 |
Stock Subject to Possible Redemption Shares | 42,897,247 | 42,897,247 | 42,897,247 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 37,159,740 | $ 37,159,740 | $ 37,159,740 |
Series D-2 Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 1,465,110 | 1,465,110 | 1,465,110 |
Redeemable, Convertible Preferred Stock , Shares Issued | 1,465,110 | 1,465,110 | 1,465,110 |
Stock Subject to Possible Redemption Shares | 1,465,110 | 1,465,110 | 1,465,110 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 1,110,480 | $ 1,110,480 | $ 1,110,480 |
Series D-3 Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 223,254 | 223,254 | 223,254 |
Redeemable, Convertible Preferred Stock , Shares Issued | 223,254 | 223,254 | 223,254 |
Stock Subject to Possible Redemption Shares | 223,254 | 223,254 | 223,254 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 154,715 | $ 154,715 | $ 154,715 |
Series D-4 Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 5,522,960 | 5,522,960 | 5,522,960 |
Redeemable, Convertible Preferred Stock , Shares Issued | 5,522,960 | 5,522,960 | 5,522,960 |
Stock Subject to Possible Redemption Shares | 5,522,960 | 5,522,960 | 5,522,960 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 3,349,399 | $ 3,349,399 | $ 3,349,399 |
Series C Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 23,092,403 | 23,092,403 | 23,092,403 |
Redeemable, Convertible Preferred Stock , Shares Issued | 23,092,403 | 21,686,515 | 21,686,515 |
Stock Subject to Possible Redemption Shares | 23,092,403 | 21,686,515 | 21,686,515 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 13,961,667 | $ 13,111,667 | $ 13,111,667 |
Series B Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 11,168,788 | 11,168,788 | 11,168,788 |
Redeemable, Convertible Preferred Stock , Shares Issued | 11,168,788 | 11,168,788 | 11,168,788 |
Stock Subject to Possible Redemption Shares | 11,168,788 | 11,168,788 | 11,168,788 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 5,956,333 | $ 5,956,333 | $ 5,956,333 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | |
Redeemable, Convertible Preferred Stock , Shares Authorized | 3,413,461 | 3,413,461 | |
Redeemable, Convertible Preferred Stock , Shares Issued | 3,413,461 | 3,413,461 | |
Stock Subject to Possible Redemption Shares | 3,413,461 | 3,413,461 | |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 3,549,953 | $ 3,549,953 | |
Series A Redeemable Convertible Preferred Stock [Member] | XL Hybrids Inc [Member] | |||
Redeemable, Convertible Preferred Stock , Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Preferred Stock , Shares Authorized | 11,697,818 | 11,697,818 | 11,697,818 |
Redeemable, Convertible Preferred Stock , Shares Issued | 11,697,818 | 11,697,818 | 11,697,818 |
Stock Subject to Possible Redemption Shares | 11,697,818 | 11,697,818 | 11,697,818 |
Redeemable, Convertible Preferred Stock , Liquidation Preference | $ 4,530,574 | $ 4,530,574 | $ 4,530,574 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |||||
Operating costs | $ 1,871,654 | $ 131,890 | $ 132,574 | $ 2,218,940 | $ 393,291 | |||||||
Operating expenses: | ||||||||||||
Loss from operations | (1,871,654) | (131,890) | (132,574) | (2,218,940) | (393,291) | |||||||
Other income: | ||||||||||||
Interest income on marketable securities held in Trust Account | 21,011 | 951,166 | 951,166 | 886,357 | 1,911,770 | |||||||
Unrealized gain on marketable securities held in Trust Account | 22,962 | 22,962 | 8,127 | |||||||||
Other income | 21,011 | 974,128 | 974,128 | 886,357 | 1,919,897 | |||||||
(Loss) income before income taxes | (1,850,643) | 842,238 | 841,544 | (1,332,583) | 1,526,606 | |||||||
Benefit (provision) for income taxes | 24,119 | (176,727) | (176,727) | (84,673) | (320,588) | |||||||
Other (income) expense: | ||||||||||||
Net (loss) income | (1,826,524) | 665,511 | 664,827 | (1,417,256) | 1,206,018 | |||||||
Net loss attributable to common stockholder | $ (1,826,524) | $ (42,801) | $ (43,485) | $ (2,028,796) | $ (158,834) | |||||||
Weighted average shares outstanding, basic and diluted | 6,974,184 | [1] | 6,595,280 | [1] | 5,756,524 | [1] | 6,969,280 | [1] | 6,141,375 | |||
Basic and diluted net loss per common share | $ (0.26) | [2] | $ (0.01) | [2] | $ (0.01) | [2] | $ (0.29) | [2] | $ (0.03) | $ 1.39 | $ (1.26) | |
XL Hybrids, Inc [Member] | ||||||||||||
Revenues | $ 9,472,000 | $ 6,934,000 | $ 7,215,000 | $ 9,545,000 | ||||||||
Cost of revenues | 8,713,000 | 7,191,000 | 8,075,000 | 11,014,000 | ||||||||
Gross profit | 759,000 | (257,000) | (860,000) | (1,469,000) | ||||||||
Operating expenses: | ||||||||||||
Research and Development | 3,297,000 | 1,743,000 | 2,874,000 | 1,893,000 | ||||||||
Selling, general, and administrative expenses | 10,798,000 | 7,690,000 | 9,835,000 | 9,333,000 | ||||||||
Loss from operations | (13,336,000) | (9,690,000) | (13,569,000) | (12,695,000) | ||||||||
Other (income) expense: | ||||||||||||
Interest expense, net | 2,121,000 | 791,000 | 2,151,000 | 208,000 | ||||||||
Loss on extinguishment of debt | 1,038,000 | |||||||||||
Change in fair value of convertible notes payable derivative liabilities | 3,532,000 | 705,000 | (819,000) | |||||||||
Net (loss) income | (20,027,000) | (11,186,000) | (14,901,000) | (12,903,000) | ||||||||
Net loss attributable to common stockholder | $ (20,027,000) | $ (11,186,000) | $ (14,901,000) | $ (12,903,000) | ||||||||
Weighted average shares outstanding, basic and diluted | 11,555,159 | 10,508,012 | 10,752,940 | 10,253,822 | ||||||||
Basic and diluted net loss per common share | $ (1.73) | $ (1.06) | $ (1.39) | $ (1.26) | ||||||||
[1] | Excludes an aggregate of 21,582,057 and 21,797,092 shares subject to possible redemption at September 30, 2020 and 2019. | |||||||||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $0 and $611,540 for the three and nine months ended September 30, 2020, respectively, and $708,312 for the three months ended September 30, 2019 and for the period from March 20, 2019 through September 30, 2019, respectively. (see Note 2). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||
Aggregate of share subject to possible redemption | 21,582,057 | 21,797,092 | 21,797,092 | 21,582,057 | 21,768,560 |
Net loss per share subject to possible redemption | $ 0 | $ 708,312 | $ 708,312 | $ 611,540 | $ 1,364,852 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | XL Hybrids Inc [Member] | Common Stock [Member]XL Hybrids Inc [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member]XL Hybrids Inc [Member] | Retained Earnings [Member] | Retained Earnings [Member]XL Hybrids Inc [Member] | Common Class A [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series B Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series A Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series D-1 Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series D-2 Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series D-3 Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series D-4 Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Series B-1 Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member] | Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member]Series C Preferred Warrants [Member] | Redeemable Convertible Preferred Stock [Member]XL Hybrids Inc [Member]Series B-1 Preferred Warrants [Member] | |
Beginning Balance at Dec. 31, 2017 | $ (37,594,000) | $ 1,000 | $ 2,186,000 | $ (39,781,000) | $ 45,405,000 | |||||||||||||||||
Beginning Balance - Shares at Dec. 31, 2017 | 10,253,445 | |||||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Beginning Balance at Dec. 31, 2017 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 18,788,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | |||||||||||||||
Temporary Equity, Beginning Balance - Shares at Dec. 31, 2017 | 21,686,515 | 11,168,788 | 11,697,818 | 33,199,736 | 1,465,110 | 223,254 | 5,522,960 | |||||||||||||||
Issuance of common stock warrants | 30,000 | 30,000 | ||||||||||||||||||||
Issuance of Series D convertible preferred stock | 0 | $ 3,100,000 | 3,100,000 | |||||||||||||||||||
Issuance of Series D convertible preferred stock - Shares | 5,368,506 | |||||||||||||||||||||
Issuance of Series D convertible preferred stock upon conversion of notes | 0 | $ 2,500,000 | 2,500,000 | |||||||||||||||||||
Issuance of Series D convertible preferred stock upon conversion of notes - Shares | 4,329,005 | |||||||||||||||||||||
Exercise of common stock options | $ 2,000 | 2,000 | ||||||||||||||||||||
Exercise of common stock options - Shares | 12,500 | 12,500 | ||||||||||||||||||||
Stock-based compensation expense | $ 306,000 | 306,000 | ||||||||||||||||||||
Net (loss) income | (12,903,000) | (12,903,000) | ||||||||||||||||||||
Ending Balance at Dec. 31, 2018 | (50,159,000) | $ 1,000 | 2,524,000 | (52,684,000) | 51,005,000 | |||||||||||||||||
Ending Balance - Shares at Dec. 31, 2018 | 10,265,945 | |||||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Dec. 31, 2018 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Ending Balance - Shares at Dec. 31, 2018 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | |||||||||||||||
Issuance of common stock warrants | 15,000 | 15,000 | ||||||||||||||||||||
Issuance of restricted common stock - Shares | 589,460 | |||||||||||||||||||||
Exercise of common stock options | 2,000 | 2,000 | ||||||||||||||||||||
Exercise of common stock options - Shares | 10,000 | |||||||||||||||||||||
Stock-based compensation expense | 218,000 | 218,000 | ||||||||||||||||||||
Net (loss) income | (11,186,000) | (11,186,000) | ||||||||||||||||||||
Ending Balance at Sep. 30, 2019 | $ 5,000,008 | (61,110,000) | $ 1,000 | $ 4,334,486 | 2,759,000 | $ 664,827 | (63,870,000) | $ 120 | $ 575 | |||||||||||||
Ending Balance - Shares at Sep. 30, 2019 | 10,865,405 | 1,202,908 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Sep. 30, 2019 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | |||||||||||||
Temporary Equity, Ending Balance - Shares at Sep. 30, 2019 | 21,797,092 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 0 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | (50,159,000) | $ 1,000 | 2,524,000 | (52,684,000) | 51,005,000 | |||||||||||||||||
Beginning Balance - Shares at Dec. 31, 2018 | 10,265,945 | |||||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Beginning Balance at Dec. 31, 2018 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Beginning Balance - Shares at Dec. 31, 2018 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | |||||||||||||||
Issuance of common stock warrants | 38,000 | 38,000 | ||||||||||||||||||||
Issuance of restricted common stock - Shares | 589,460 | |||||||||||||||||||||
Issuance of common stock in asset acquisition | 109,000 | 109,000 | ||||||||||||||||||||
Issuance of common stock in asset acquisition - Shares | 606,060 | |||||||||||||||||||||
Exercise of common stock options | $ 10,000 | 10,000 | ||||||||||||||||||||
Exercise of common stock options - Shares | 58,313 | 58,313 | ||||||||||||||||||||
Stock-based compensation expense | $ 208,000 | 208,000 | ||||||||||||||||||||
Stockholder distribution | (10,000) | (10,000) | ||||||||||||||||||||
Net (loss) income | (14,901,000) | (14,901,000) | ||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 5,000,004 | (64,705,000) | $ 1,000 | 3,793,288 | 2,889,000 | 1,206,018 | (67,595,000) | $ 123 | $ 575 | 51,005,000 | ||||||||||||
Ending Balance - Shares at Dec. 31, 2019 | 11,519,778 | 1,231,440 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Dec. 31, 2019 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Ending Balance - Shares at Dec. 31, 2019 | 21,768,560 | 21,768,560 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
Beginning Balance at Mar. 19, 2019 | ||||||||||||||||||||||
Beginning Balance - Shares at Mar. 19, 2019 | ||||||||||||||||||||||
Issuance of Class B common stock to Sponsor | [1] | 25,000 | 24,425 | $ 575 | ||||||||||||||||||
Issuance of Class B common stock to Sponsor - Shares | [1] | 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 | 664,827 | |||||||||||||||||||||
Ending Balance at Sep. 30, 2019 | $ 5,000,008 | (61,110,000) | $ 1,000 | 4,334,486 | 2,759,000 | 664,827 | (63,870,000) | $ 120 | $ 575 | |||||||||||||
Ending Balance - Shares at Sep. 30, 2019 | 10,865,405 | 1,202,908 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Sep. 30, 2019 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | |||||||||||||
Temporary Equity, Ending Balance - Shares at Sep. 30, 2019 | 21,797,092 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 0 | |||||||||||||
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 | |||||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses | 216,814,296 | 216,811,996 | $ 2,300 | |||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses - Shares | 23,000,000 | |||||||||||||||||||||
Issuance of common stock warrants | 6,350,000 | 6,350,000 | ||||||||||||||||||||
Common stock subject to possible redemption | (219,395,310) | (219,393,133) | $ (2,177) | |||||||||||||||||||
Common stock subject to possible redemption - Shares | (21,768,560) | |||||||||||||||||||||
Net (loss) income | 1,206,018 | 1,206,018 | ||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 5,000,004 | (64,705,000) | $ 1,000 | 3,793,288 | 2,889,000 | 1,206,018 | (67,595,000) | $ 123 | $ 575 | 51,005,000 | ||||||||||||
Ending Balance - Shares at Dec. 31, 2019 | 11,519,778 | 1,231,440 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Dec. 31, 2019 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Ending Balance - Shares at Dec. 31, 2019 | 21,768,560 | 21,768,560 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
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 | (309) | (309) | ||||||||||||||||||||
Ending Balance at Jun. 30, 2019 | 24,316 | 24,425 | (684) | $ 575 | ||||||||||||||||||
Ending Balance - Shares at Jun. 30, 2019 | 5,750,000 | |||||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses | 216,814,296 | 216,811,996 | $ 2,300 | |||||||||||||||||||
Sale of 23,000,000 Units, net of underwriting discount and offering expenses - Shares | 23,000,000 | |||||||||||||||||||||
Issuance of common stock warrants | 6,350,000 | 6,350,000 | ||||||||||||||||||||
Common stock subject to possible redemption | (218,854,115) | (218,851,935) | $ (2,180) | |||||||||||||||||||
Common stock subject to possible redemption - Shares | (21,797,092) | |||||||||||||||||||||
Net (loss) income | 665,511 | 665,511 | ||||||||||||||||||||
Ending Balance at Sep. 30, 2019 | $ 5,000,008 | (61,110,000) | $ 1,000 | 4,334,486 | 2,759,000 | 664,827 | (63,870,000) | $ 120 | $ 575 | |||||||||||||
Ending Balance - Shares at Sep. 30, 2019 | 10,865,405 | 1,202,908 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Sep. 30, 2019 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | |||||||||||||
Temporary Equity, Ending Balance - Shares at Sep. 30, 2019 | 21,797,092 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 0 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 5,000,004 | (64,705,000) | $ 1,000 | 3,793,288 | 2,889,000 | 1,206,018 | (67,595,000) | $ 123 | $ 575 | 51,005,000 | ||||||||||||
Beginning Balance - Shares at Dec. 31, 2019 | 11,519,778 | 1,231,440 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Beginning Balance at Dec. 31, 2019 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Beginning Balance - Shares at Dec. 31, 2019 | 21,768,560 | 21,768,560 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
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 | (64,705,000) | $ 1,000 | 3,793,288 | 2,889,000 | 1,206,018 | (67,595,000) | $ 123 | $ 575 | 51,005,000 | ||||||||||||
Beginning Balance - Shares at Dec. 31, 2019 | 11,519,778 | 1,231,440 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Beginning Balance at Dec. 31, 2019 | 51,005,000 | $ 13,054,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 0 | 51,005,000 | ||||||||||||
Temporary Equity, Beginning Balance - Shares at Dec. 31, 2019 | 21,768,560 | 21,768,560 | 21,686,515 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
Exercise of common stock options | 21,000 | 21,000 | ||||||||||||||||||||
Exercise of common stock options - Shares | 120,188 | |||||||||||||||||||||
Exercise of preferred warrants | $ 850,000 | $ 34,000 | $ 850,000 | $ 34,000 | ||||||||||||||||||
Exercise of preferred warrants - Shares | 1,405,888 | 3,413,461 | ||||||||||||||||||||
Stock-based compensation expense | 663,000 | 663,000 | ||||||||||||||||||||
Net (loss) income | $ (1,417,256) | (20,027,000) | (20,027,000) | |||||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ 5,000,001 | (84,048,000) | $ 1,000 | 5,210,522 | 3,573,000 | (211,238) | (87,622,000) | $ 142 | $ 575 | |||||||||||||
Ending Balance - Shares at Sep. 30, 2020 | 11,639,966 | 1,417,943 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Sep. 30, 2020 | 51,889,000 | $ 13,904,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 34,000 | 51,889,000 | ||||||||||||
Temporary Equity, Ending Balance - Shares at Sep. 30, 2020 | 21,582,057 | 21,582,057 | 23,092,403 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
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 | ||||||||||||||||||||
Change in value of Class A common stock subject to possible redemption | 1,826,516 | 1,826,496 | $ 20 | |||||||||||||||||||
Change in value of Class A common stock subject to possible redemption - Shares | 193,759 | |||||||||||||||||||||
Net (loss) income | (1,826,524) | (1,826,524) | ||||||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ 5,000,001 | (84,048,000) | $ 1,000 | $ 5,210,522 | $ 3,573,000 | $ (211,238) | $ (87,622,000) | $ 142 | $ 575 | |||||||||||||
Ending Balance - Shares at Sep. 30, 2020 | 11,639,966 | 1,417,943 | 5,750,000 | |||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Preferred , Ending Balance at Sep. 30, 2020 | $ 51,889,000 | $ 13,904,000 | $ 5,956,000 | $ 4,531,000 | $ 24,388,000 | $ 740,000 | $ 103,000 | $ 2,233,000 | $ 34,000 | $ 51,889,000 | ||||||||||||
Temporary Equity, Ending Balance - Shares at Sep. 30, 2020 | 21,582,057 | 21,582,057 | 23,092,403 | 11,168,788 | 11,697,818 | 42,897,247 | 1,465,110 | 223,254 | 5,522,960 | 3,413,461 | ||||||||||||
[1] | Included 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 (see Note 7). |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Sep. 30, 2020shares |
Statement of Stockholders' Equity [Abstract] | |
Number of shares subject to forfeiture | 750,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||||
Net (loss) income | $ 664,827 | $ (1,417,256) | $ 1,206,018 | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
Interest earned on marketable securities held in Trust Account | (951,166) | (886,357) | (1,911,770) | |||
Unrealized gain on marketable securities held in Trust Account | (22,962) | (8,127) | ||||
Deferred tax provision | 4,822 | (1,707) | 1,707 | |||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (98,367) | 34,460 | (72,733) | |||
Prepaid income taxes | (7,808) | (56,267) | (43,841) | |||
Accounts payable and accrued expenses | 90,926 | 1,717,667 | 204,393 | |||
Net cash used in operating activities | (319,728) | (609,460) | (624,353) | |||
Cash Flows from Investing Activities: | ||||||
Cash withdrawn from Trust Account to pay franchise and income taxes | (230,000,000) | 520,032 | ||||
Investment of cash in Trust Account | (230,000,000) | |||||
Net cash provided by (used in) investing activities | (230,000,000) | 520,032 | (230,000,000) | |||
Cash Flows from Financing Activities: | ||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 25,000 | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | 225,400,000 | ||||
Proceeds from sale of Private Placement Warrants | 6,350,000 | 6,350,000 | ||||
Proceeds from promissory note – related party | 125,000 | 125,000 | ||||
Repayment of promissory note – related party | (125,000) | (125,000) | ||||
Payment of offering costs | (525,704) | (525,704) | ||||
Net cash provided by financing activities | 231,249,296 | 231,249,296 | ||||
Net Change in Cash | 929,568 | (89,428) | 624,943 | |||
Cash – Beginning | 0 | 624,943 | 0 | |||
Cash – Ending | 929,568 | 535,515 | 624,943 | $ 929,568 | $ 624,943 | |
Supplemental cash flow information: | ||||||
Cash paid for income taxes | 179,713 | 142,647 | 362,722 | |||
Non-cash Investing and Financing Activities: | ||||||
Initial classification of common stock subject to possible redemption | 218,188,500 | 218,188,500 | ||||
Change in value of common stock subject to possible redemption | 665,615 | (1,417,253) | 1,206,810 | |||
Offering costs included in accrued offering costs | 535,704 | 92,500 | ||||
Deferred underwriting fee payable | 8,050,000 | 8,050,000 | ||||
Offering costs charged to additional paid in capital | 535,704 | |||||
Accrued offering costs in deferred offering | 10,000 | |||||
XL Hybrids, Inc [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net (loss) income | (20,027,000) | (11,186,000) | (14,901,000) | $ (12,903,000) | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
Stock-based compensation | 663,000 | 218,000 | 208,000 | 305,000 | ||
Bad debt expense | (11,000) | 22,000 | 132,000 | |||
Depreciation and amortization expense | 474,000 | 190,000 | 319,000 | 260,000 | ||
Loss on disposal of property and equipment | 74,000 | |||||
Contingent consideration | 679,000 | 80,000 | ||||
Fair value change of derivative liability | 3,532,000 | 705,000 | (819,000) | |||
Loss on extinguishment of debt | 1,038,000 | |||||
Debt discount | 973,000 | 748,000 | 1,598,000 | 306,000 | ||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (5,240,000) | 1,084,000 | 2,610,000 | (2,097,000) | ||
Inventory, net | (2,313,000) | 281,000 | 215,000 | (525,000) | ||
Prepaid expenses and other current assets | 1,000 | (112,000) | 260,000 | (293,000) | ||
Accounts payable and accrued expenses | 3,416,000 | (867,000) | (1,089,000) | 552,000 | ||
Other assets | (152,000) | 313,000 | 283,000 | (313,000) | ||
Accrued expenses and other current liabilities | 3,869,000 | (655,000) | (450,000) | 1,415,000 | ||
Deferred revenue | 121,000 | 113,000 | (205,000) | |||
Net cash used in operating activities | (13,087,000) | (9,171,000) | (11,551,000) | (13,292,000) | ||
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (162,000) | (5,000) | (28,000) | (146,000) | ||
Net cash provided by (used in) investing activities | (162,000) | (5,000) | (28,000) | (146,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from paycheck protection program | 1,100 | |||||
Proceeds from the issuance of convertible preferred stock | 3,034,000 | |||||
Proceeds from the issuance of subordinated convertible promissory notes | 8,100,000 | 10,000,000 | 10,000,000 | |||
Repayments of revolving line of credit | (646,000) | (2,611,000) | ||||
(Repayments of) proceeds from revolving line of credit | 2,500,000 | (2,612,000) | 2,612,000 | |||
Proceeds from debt | 673 | 2,500,000 | 1,000,000 | |||
Payment of issuance costs in connection with term loans and revolving line of credit | (184,000) | (61,000) | ||||
Proceeds from exercise of common stock options | 21,000 | 2,000 | 10,000 | 2,000 | ||
Repayments of debt | (513) | (496,000) | (72,000) | |||
Shareholder distribution | (10,000) | |||||
Proceeds from exercise of warrants to purchase convertible preferred stock | 884 | |||||
Net cash provided by financing activities | 11,446,000 | 8,064,000 | 9,208,000 | 6,515,000 | ||
Net decrease in cash and cash equivalents: | (1,803,000) | (1,112,000) | (2,371,000) | (6,923,000) | ||
Cash and cash equivalents, beginning of period | 3,536,000 | 5,907,000 | 5,907,000 | 12,830,000 | ||
Cash, cash equivalents, and restricted cash at end of year | 4,795,000 | 1,733,000 | 3,536,000 | 4,795,000 | 3,536,000 | 5,907,000 |
Supplemental cash flow information: | ||||||
Cash paid for interest | 156,000 | 117,000 | 31,000 | |||
Supplemental disclosures of noncash investing and financing information: | ||||||
Property and equipment acquired pursuant to long-term debt obligations | 265,000 | |||||
Repayments on long-term debt obligations through vehicle trade-ins | 28,000 | |||||
Conversion of convertible promissory notes and interest into convertible preferred stock | 2,500,000 | |||||
Issuance of common stock warrants | 15,000 | 38,000 | 30,000 | |||
Issuance of convertible preferred stock in exchange for services rendered | $ 67,000 | |||||
Contingent and deferred consideration issued in connection with business combination | 1,650,000 | |||||
Common stock issued in connection with business combination | 109,000 | |||||
Issuance costs in accrued expenses | $ 25,000 | $ 25,000 | ||||
Reduce derivative liability for extinguishment of convertible notes payable | (1,349) | |||||
Increase derivative liability for issuance of convertible notes payable | $ 2,167 | $ 2,382 | $ 2,167 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
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. The Company has one subsidiary, PIC II Merger Sub Corp., a wholly owned subsidiary of the Company incorporated in Delaware on September 4, 2020 (“Merger Sub”). As of September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the potential Business Combination with XL Hybrids, Inc., a Delaware corporation (“XL”) (see Note 6). 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 September 30, 2020, cash of $535,515 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. | 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 December 31, 2019, the Company had not commenced any operations. All activity through December 31, 2019 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 of 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 December 31, 2019, cash of $624,943 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 combination 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 price, 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. | |
XL Hybrids, Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of Organization and Business Operations | Note 1. Description of Business, Basis of Presentation and Subsequent Event XL Hybrids, Inc. (the “Company”) was founded on July 1, 2009 and was incorporated under the laws of the state of Delaware. The Company is headquartered in Boston, MA, and is engaged in the development and deployment of hybrid electric solutions for the commercial and municipal vehicle market (specifically commercial vans and trucks). The Company’s products include hybrid electric drive systems (powertrains), and data-analytic systems that measure key automotive performance indicators (such as MPG performance and carbon dioxide emissions) in hybrid-electric fleet vehicles for both new and in-use On September 16, 2020, the Company entered into an agreement to be acquired by Pivotal Investment Corporation II (“Pivotal”). The Company would be the accounting acquired in this transaction and upon the consummation of the merger, the Company would become a public business entity. Going concern: The Company has been successful in raising cash through debt and equity offerings in the past and has financing efforts in place to continue to raise cash through debt and equity offerings. In early 2020, the Company executed additional convertible notes in the amount of $8,100 (Note 7). During September 2020, warrants were exercised for 1,405,888 shares of Series C Preferred Stock at an exercise price per share of $0.6046. Additional equity financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. Because of this uncertainty, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued, and therefore, whether we realize our assets and settle our liabilities in the normal course of business and at the amounts stated in the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the future effects of the recoverability or classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 1. Description of Business and Basis of Presentation XL Hybrids, Inc. (the Company) was founded on July 1, 2009 and was incorporated under the laws of the state of Delaware. The Company is headquartered in Boston, MA, and is engaged in the development and deployment of hybrid electric solutions for the commercial and municipal vehicle market (specifically commercial vans and trucks). The Company’s products include hybrid electric drive systems (powertrains), and data-analytic systems that measure key automotive performance indicators (such as MPG performance and carbon dioxide emissions) in hybrid-electric fleet vehicles for both new and in-use On September 16, 2020, the Company entered into an agreement to be acquired by Pivotal Investment Corporation II (Pivotal). The Company would be the accounting acquired in this transaction and upon the consummation of the merger, the Company would become a public business entity. Going concern: The Company has been successful in raising cash through debt and equity offerings in the past and has financing efforts in place to continue to raise cash through debt and equity offerings. In early 2020, the Company executed additional convertible notes in the amount of $8,010 (Note 8). Additional equity financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. Because of this uncertainty, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued, and therefore, whether we realize our assets and settle our liabilities in the normal course of business and at the amounts stated in the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the future effects of the recoverability or classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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 consolidated 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 September 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At September 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 September 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 consolidated 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 September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class 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 September 30, Nine Months Ended September 30, For the Period from March 20, 2019 (Inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (1,826,524 ) $ 665,511 $ (1,417,256 ) $ 664,827 Less: Income attributable to common stock subject to possible redemption — (708,312 ) (611,540 ) (708,312 ) Adjusted net loss $ (1,826,524 ) $ (42,801 ) $ (2,028,796 ) $ (43,485 ) Weighted average shares outstanding, basic and diluted 6,974,184 6,595,280 6,969,280 5,756,524 Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.29 ) $ (0.01 ) 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 consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets 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 December 31, 2019. Marketable securities held in Trust Account At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. 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 balance sheet. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 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. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to 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: For the Net income $ 1,206,018 Less: Income attributable to common stock subject to possible redemption (1,364,852 ) Adjusted net loss $ (158,834 ) Weighted average shares outstanding, basic and diluted 6,141,375 Basic and diluted net loss per share $ (0.03 ) 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 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 financial statements. | |
XL Hybrids, Inc [Member] | |||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2019, included elsewhere in this proxy statement/prospectus. For the nine months ended September 30, 2020, there were no significant changes in the Company’s estimates and significant accounting policies. Basis of condensed consolidated financial statement presentation: The accompanying consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements included elsewhere in this proxy statement/prospectus. The Company’s financial condition as of September 30, 2020, and operating results for the nine months ended September 30, 2020 are not necessarily indicative of the financial conditions and results of operations that may be expected for any future interim period or for the year ended December 31, 2020. Use of estimates: Concentrations: Major Customers For the nine months ended September 30, 2020, two customers generated 60% and 9%, respectively, or 69% in the aggregate, of the Company’s revenue. For the nine months ended September 30, 2019, two customers generated 56% and 10%, respectively, or 66% in aggregate, of the Company’s revenue. Two customers accounted for 69% and 13%, respectively, or 82% in the aggregate, of accounts receivable, net, as of September 30, 2020. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. Business combinations: Business Combinations The Company uses the income approach to determine the fair value of developed technology acquired in a business combination. This approach determines fair value by estimating the after-tax after-tax know-how. Refer to Note 3 for discussion of the Company’s 2019 business combination. Recent accounting pronouncements issued, not yet adopted: | Note 2. Summary of Significant Accounting Policies Basis of consolidated financial statement presentation: Emerging Growth Company: non-emerging Use of estimates: Segment information: Concentration of Credit Risk: With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of December 31, 2019 and 2018, two customers accounted for approximately 64% and 46% of accounts receivable, respectively. For the years ended December 31, 2019 and 2018, two customers and one customer accounted for approximately 65% and 15% of revenues, respectively. Cash and cash equivalents: Restricted cash: Accounts receivable: Inventory: written-off. Fair value measurements: Level 1: Level 2: Level 3: An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: • Cost approach: • Income approach: The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, term loan and revolver debt, convertible notes payable derivative liability, and convertible notes payable. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments. The fair value of the Company’s revolving line of credit and term loan are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral and as a result approximate their fair values. We estimate the fair value of our convertible notes payable using level two and level three inputs by discounting the future cash flows using current interest rates at which we could obtain similar borrowings in consideration of the estimated enterprise value of the Company. Prepaid expenses and other current assets: Property and equipment, net: Equipment 5 years Furniture and fixtures 5 years Computers and related equipment 3 years Software 3 years Vehicles 4 years Leasehold improvements Lesser of useful life of the asset Improvements are capitalized while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net. Business combinations: Business Combinations The Company uses the income approach to determine the fair value of developed technology acquired in a business combination. This approach determines fair value by estimating the after-tax after-tax know-how. Refer to Note 3 for discussion of the Company’s 2019 business combination. Intangible assets, net: Fair Value Measurements Impairment of long-lived assets: 360-10, Impairment or Disposal of Long-Lived Assets Impairment of goodwill: The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible The Company determines the fair value of its reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weighs each of the methods applied to determine the fair value of its reporting unit. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year Revenue: The Company’s revenue is primarily derived from the sales of hybrid electric powertrain equipment. The Company’s products are marketed and sold to end-user Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. In general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point, or equivalent and the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user end-use The Company provides limited-assurance-type warranties for its equipment and work performed under its contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by competitors. Therefore, the Company has determined that this warranty is outside the scope of ASC 606 and will continue to be accounted for under ASC 460, Guarantees. When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines standalone selling prices based on observable selling prices for the sale of kits. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales direct to end-use non-cash end-use non-cash Payment terms on invoices are typically 30 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less. Warranties: Income taxes: Income Taxes Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the years ended December 31, 2019, and 2018, there were no uncertain tax position taken or expected to be taken in the Company’s tax returns. In the normal course of business, the Company is subject to regular audits by U.S. federal and state and local tax authorities. With few exceptions, the Company is no longer subject to federal, state or local tax examinations by tax authorities in its major jurisdictions for tax years before 2016. The Company did not recognize any tax related interest or penalties in the accompanying consolidated financial statements, but would record any such interest and penalties as a component of the provision for income taxes. Share-based compensation: non-employee Stock Options The Company accounts for stock-based compensation related to these awards based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards, and recognizes the compensation cost on a straight line basis over the requisite service period of the awards for employee, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employee. The fair value of common stock has been determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent third-party valuations, the Company’s financial position and historical financial performance, the current climate in the marketplace, the effect of the rights and preferences of the preferred stockholders and the prospects of a liquidity event, among others. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of trading in its common stock as it is not a public company, and as such volatility is estimated using historical volatilities of comparable public entities. The expected life of the awards is estimated based on a simplified method, which uses the average of the vesting term and the original contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are accounted for as they occur. The fair value of stock options issued for the years ended December 31, 2019 and 2018 was measured with the following assumptions: 2019 2018 Expected volatility 70.0% 70.0% Expected term (in years) 6.1 - 10 6.1 -10 Risk-free interest rate 1.4 - 3.0% 2.3% - 2.9% Expected dividend yield 0.0% 0.0% Warrants: Distinguishing Liabilities from Equity Derivatives and Hedging, Research and development expense: Net loss per share: two-class two-class two-class non-cumulative Basic net income (loss) per share attributable to common shareholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities, and by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. For purposes of this calculation, potential dilutive common shares include unvested restricted stocks, convertible preferred shares, stock options, and warrants. The Company’s convertible Series D Preferred Stock contractually entitles the holders of such shares to participate in dividends but does not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since potentially dilutive common shares are considered to be anti-dilutive. Related parties: Recent accounting pronouncements issued and adopted: In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting re-measured 2018-07 On January 1, 2018, the Company early adopted the guidance under the modified retrospective transition method. The adoption of the guidance did not have an impact on the Company’s financial statements. Recent accounting pronouncements issued, not yet adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 |
Public Offering
Public Offering | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 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 | 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 of |
Business Combination
Business Combination | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | ||
Business Combination | Note 3. Business Combination On October 4, 2019, pursuant to the terms of an asset purchase agreement, the Company acquired certain assets of Quantum Fuel Systems, LLC (“Quantum” or the “Seller”), which will be used to accelerate the Company’s product development timelines at a lower cost and rapidly expand and improve the Company’s engineering capabilities (the “Acquisition”). The Acquisition provided the Company access to intellectual property and an assembled workforce that is the foundation for future technologies to be developed for the Company by the assembled workforce applying its skills, knowledge and experience to utilize the acquired intellectual property. The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired as of the date of acquisition: Deferred consideration $ 229 Contingent consideration 1,421 Share consideration-606,060 109 Total consideration $ 1,759 Software $ 256 Equipment and hardware 151 Intangible asset—developed technology 863 Goodwill 489 Fair value of assets acquired $ 1,759 | Note 3. Business Combination On October 4, 2019, pursuant to the terms of an asset purchase agreement, the Company acquired certain assets of Quantum Fuel Systems, LLC (“Quantum” or the “Seller”), which will be used to accelerate the Company’s product development timelines at a lower cost and rapidly expand and improve the Company’s engineering capabilities (the “Acquisition”). The Acquisition provided the Company access to intellectual property and an assembled workforce that is the foundation for future technologies to be developed for the Company by the assembled workforce applying its skills, knowledge and experience to utilize the acquired intellectual property. The aggregate purchase consideration transferred by the Company to the Sellers totaled $1,759 and included i) a deferred cash payment to be made on or before the 270 th The milestone events and associated contingent purchase consideration consisted of the following: • First milestone event will be met upon the retention of at least four members of the acquired assembled workforce for at least twelve months. The contingent purchase consideration associated with the first milestone event is cash consideration totaling $450 with an estimated acquisition date fair value of $400. • Second milestone event will be met upon achieving certain product development criteria as outlined in the asset purchase agreement. The contingent purchase consideration associated with this milestone event is: i) cash consideration totaling $475 and; ii) additional consideration ,at the Company’s election, of either cash totaling $500 or the issuance of 865,800 shares of common stock. The estimated acquisition date fair value of such amounts are $387 and $123, respectively. • Third milestone event will be met upon the successful demonstration of a prototype as outlined in the asset purchase agreement. The contingent purchase consideration associated with this milestone event is: i) cash consideration totaling $475 and; ii) additional consideration, at the Company’s election, of either cash totaling $500 or the issuance of 865,800 shares of common stock. The estimated acquisition date fair value of such amounts are $387 and $123, respectively. The fair value of the deferred purchase consideration is based on management’s estimated amount and timing of the future payment, discounted utilizing a rate of 125% to reflect market participant assumptions. The discount rate utilized was a risk-free rate selected based on the nearest risk-free rate term associated with the payment of the deferred purchase consideration, with a credit risk premium applied as the payments are not risk-free. The fair value of common stock issued in the Business Combination has been determined by the Board of Directors based upon a variety of factors, including the results obtained from independent third-party valuations, the Company’s financial position and historical financial performance, the current climate in the marketplace, the effect of the rights and preferences of the preferred stockholders and the prospects of a liquidity event, among others. The estimated fair value of the Company’s contingent purchase consideration payable in cash for the first milestone is based on management’s estimated probability and timing of the future payment, discounted utilizing a rate of 12.5% to reflect market participant assumptions. The discount rate utilized was a risk-free rate selected based on the nearest risk-free rate term associated with the payment of the deferred purchase consideration, with a credit risk premium applied as the payments are not risk-free. The estimated fair value of the Company’s contingent purchase consideration payable in cash for the second and third milestones are based on management’s estimated probability and timing of future payments, discounted utilizing a rate of 12.5%, to reflect market participant assumptions. The discount rates utilized were risk-free rates selected based on the nearest risk-free rate term associated with the payments of the purchase consideration and contingent purchase consideration payable, with a credit risk premium applied as the payments are not risk-free. The estimated fair value of the Company’s contingent purchase consideration payable in either cash or shares of common stock at the Company’s election for the second and third milestones was determined using a Monte Carlo simulation model that includes significant unobservable inputs such as estimated probability, fair value of underlying shares of common stock, risk-adjusted discount rates (utilizing an approximate rate of 12.5% to reflect market participant assumptions), estimated volatility and timing of future payments. The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired as of the date of acquisition: Deferred consideration $ 229 Contingent consideration 1,421 Share consideration-606,060 109 Total consideration $ 1,759 Software $ 256 Equipment and hardware 151 Intangible asset—developed technology 863 Goodwill 489 Fair value of assets acquired $ 1,759 As part of the purchase price allocation, the Company determined it had acquired a developed technology identifiable intangible asset. The fair value of the internally developed technology was estimated using the replacement cost method, whereby the components of the acquired internally developed technology were reviewed to determine the cumulative cost of development for each component, inclusive of a developer’s profit and an entrepreneurial incentive. The cumulative cost of development was then discounted to account for obsolescence factor. The estimated useful life over which the internally developed technology will be amortized is 4 years. The Company did not assume any liabilities in connection with the Acquisition. The Company incurred acquisition-related costs of approximately $48, which are included as a component of selling, general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2019. The results of operations for the Acquisition are included in the Company’s financial statements from the date of the acquisition. |
Private Placement
Private Placement | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 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 | 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 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | ||
Revenue | Note 4. Revenue The following table represents the Company’s revenues disaggregated, by sales channel. Nine Months Ended September 30, September 30, Revenue direct to customers $ 1,729 $ 652 Revenue through channel partners 7,743 6,282 Total revenue $ 9,472 $ 6,934 The Company did not recognize any revenue related to extended warranties in 2019 and thus all revenue recognized was recognized at a point in time. Remaining performance obligations: Contract Balances: Costs to obtain a contract: | Note 4. Revenue The following table represents the Company’s revenues for the year ended December 31, 2019, disaggregated, by sales channel. Disaggregation of revenue: 2019 Revenue direct to customers $ 3,263 Revenue through channel partners 3,952 Total revenue $ 7,215 The Company did not recognize any revenue related to extended warranties in 2019 and thus all revenue recognized was recognized at a point in time. Remaining performance obligations: e Contract balances Contract liabilities: Costs to obtain a contract: Warranties: The following is a roll-forward of the Company’s accrued warranty liability: 2019 2018 Balance as of January 1 $ 910 $ 406 Accrual for warranties issued 415 919 Warranty charges (316 ) (415 ) Balance as of December 31 $ 1,009 $ 910 The warranty liability is included in accrued expenses and other current liabilities on the Consolidated Balance Sheets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
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. There were no working capital loans outstanding as of September 30, 2020. | NOTE 5. RELATED PARTY TRANSACTION 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 basis, 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, 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 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 bearing 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. | |
XL Hybrids Inc [Member] | |||
Related Party Transactions | Note 15. Related Party Transactions Operating lease: Rent expense under the operating lease for the years ended December 31, 2019 and 2018 was $289 and $233, respectively. Future minimum lease payments for this lease for the years ending December 31 are as follows: 2020 $ 213 2021 36 $ 249 |
New Markets Tax Credit Financin
New Markets Tax Credit Financing | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | |
New Market Tax Credit Financing [Line Items] | |
New market tax credit financing | Note 5. New Markets Tax Credit Financing On March 4, 2015, the Company entered into a financing transaction with U.S. Bancorp Community Development Corporation (U.S. Bank) under a qualified New Markets Tax Credit (“NMTC”) program related to the operation of the Company’s facility in Quincy, Illinois. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the Act) and is intended to encourage capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (CDEs). CDEs are privately managed investment institutions that are certified to make qualified low-income In connection with the financing, the Company made two loans totaling $10,454 to federal ($6,455 at 1.51%) and state ($3,998 at 1.53%) NMTC investment funds (the Investment Funds). Simultaneously, U.S. Bank made an equity investment of $4,995 to the Investment Funds and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. For compliance with the NMTC rules, principal payments on the loan do not begin until June 10, 2025 (the NMTC rules prohibit principal payments during the 7-year The Investment Funds then contributed the loan proceeds to a CDE, which, in turn, loaned combined funds of $15,000, net of debt issuance costs of $546, to XL Hybrid Quincy, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.15% per year with a maturity date of March 4, 2045. These loans are secured by the leasehold improvements and equipment at the facility in Quincy, Illinois. Repayment of the loans commences in March 10, 2025. The proceeds from the loans from the CDE were used to partially fund the build-out The transaction includes a put/call feature whereby, at the end of the seven-year NMTC compliance period, the Company may be obligated or entitled to repurchase U.S. Bank’s equity interest in the Investment Funds. The Company believes that U.S. Bank will exercise the put option in March 2022 at the end of the recapture period. The value attributable to the put/call is anticipated to be nominal. The NMTC is subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code. The Company is required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance The Company has determined that the financing arrangement with the Investment Fund and CDEs contains a variable interest entity (“VIE”). This conclusion was reached based on the following: • The ongoing activities of the Investment Fund – collecting and remitting interest and fees and NMTC compliance—were all considered in the initial design and are expected to significantly affect the economic performance throughout the life of the Investment Fund; • management considered the contractual arrangements that obligate the Company to comply with NMTC rules and regulations, deliver tax benefits, and provide various other guarantees to the structure; • U.S. Bank’s lack of a material interest in the underlying economics of the project as a result of the guarantees, indemnifications, and put/call options; and • the fact that the Company is obligated to absorb losses of the Investment Fund. As such, the Company concluded that it is the primary beneficiary of the VIE and consolidated the Investment Fund, as a VIE, in accordance with the accounting standards for consolidation. Because the Company consolidates an entity from which it has an approximately $10,500 loan receivable and consolidates an entity to which it owes an approximately $15,000 loan payable, these two balances partially eliminate against each other in consolidation. The $4,995 in net proceeds received in exchange for the transfer of tax credits have been deferred and will be recognized when the tax benefits have been fully earned and delivered to US Bank without risk of recapture. The Company anticipates recognizing the net cash received as income upon completion of the seven-year NMTC compliance period. US Bank’s $4,995 contribution was initially recorded as restricted cash and its interest in the Investment Fund is included in other liabilities in the consolidated balance sheets. During the years ended December 31, 2019 and 2018, the Company amortized $78 and $80, respectively, of debt issuance costs related to the NMTC. The unamortized balance as of December 31, 2019 and 2018 is $169 and $247, respectively. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
XL Hybrids, Inc [Member] | |
Inventory [Line Items] | |
Inventory | Note 5. Inventory Inventories are measured at the lower of cost or net realizable value. The cost of inventories includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overhead based on normal operating capacity. Inventories consist of the following: September 30, December 31, Raw Materials $ 4,438 $ 2,297 Work-in-process 40 120 Finished Goods 205 72 Reserve for Obsolescence (130 ) (249 ) $ 4,553 $ 2,240 |
Revolving Line of Credit
Revolving Line of Credit | 9 Months Ended |
Sep. 30, 2020 | |
XL Hybrids Inc [Member] | |
Revolving Line of Credit | Note 6. Revolving Line of Credit Effective December 10, 2018, and as amended on November 19, 2019 and on August 12, 2020, XL entered into a Loan and Security Agreement for a revolving line of credit with Silicon Valley Bank. The revolving line of credit features a maximum borrowing base equal to the lesser of the defined borrowing base less any outstanding principal or a minimum aggregate principal amount of $3 million, which may increase dependent upon certain revenue targets. The revolving line of credit matures on December 8, 2020. The revolving line of credit bears interest at a floating per annum rate equal to the greater of (i) the prime rate plus 4.50% or (ii) a fixed rate of 7.75%. |
Term Debt
Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | ||
Short-term Debt [Line Items] | ||
Term Debt | Note 7. Term Debt At September 30, 2020 and December 31, 2019, the carrying value of term debt was as follows: September 30, December 31, Subordinated convertible promissory notes: Face value of notes $ 18,099 $ 10,000 Accrued interest 1,464 — Unamortized deferred financing costs (344 ) (898 ) Subordinated convertible promissory notes, net 19,219 9,102 Term Loan 2,633 3,100 Unamortized deferred financing costs (43 ) (87 ) PPP Loan 1,100 — Vehicle financing agreements 239 271 Total debt obligations, net of deferred financing costs 3,929 3,284 Less: current portion of debt 2,801 1,435 Debt – net of current portion 1,128 1,849 Convertible notes payable: Extinguishment Loss During the nine months ended September 30, 2020, the Company incurred a loss on extinguishment of $1,038,000 in connection with the amendment of $10,000,000 in face value of convertible notes. Specifically, during February of 2020, the Company entered into amendments of the convertible loan agreements with these note holders to extend the maturities to February 2021. The Company computed the discounted cash flows from these convertible notes as of the date of the amendment, both before and after the amendment. The Company determined that there was a greater than 10% change in the present value of these cash flows, and as such, the amendment qualified as an extinguishment. Pursuant to the relevant accounting guidance, the Company recorded a loss on extinguishment of debt of $1,038,000. Payroll Protection Program loan (“PPP): pre-funding | Note 6. Debt At December 31, 2019 and 2018, the carrying value of debt was as follows: December 31, 2019 2018 Subordinated convertible promissory notes $ 10,000 $ — Unamortized debt discount (898 ) — Term Loan 3,100 1,000 Unamortized debt discount (87 ) (65 ) Revolver — 2,587 Vehicle financing agreements 271 367 Total debt obligations, net of deferred financing costs $ 12,386 $ 3,889 Investor term loan and bridge notes: Bank term loan and revolver: The Term Loan was structured to be paid in two tranche periods of up to $1,000 in each period, or up to $2,000 in total. The first tranche was available to the Company upon execution of the agreement and was drawn in December 2018. The second tranche became available to the Company as it achieved specified revenue thresholds for the trailing 12 month period ending as of December 31, 2018. The Company drew the additional $1,000 in January 2019. Interest payments are payable in monthly installments at a rate equal to the greater of 2% greater than the Prime Rate or a fixed rate of 7.00%. Payments were interest only until July 2019 when principal payments in the amount of $67 per month commenced. The Term Loan matures in December 2021. In connection with the amendment to the Loan and Security Agreement executed in November 2019, the Company secured access to an additional term loan (Growth Capital Term Loan). The Growth Capital Term Loan was structured to be paid in two tranche periods of up to $1,500 in the first period and up to $500 in the second period, or up to $2,000 in total. The first tranche was available to the Company upon execution of the agreement and was drawn in November 2019. The second tranche was to be made available to the Company if it had received, prior to November 30, 2019, a fully-executed term sheet for new equity. The Company did not meet this milestone. Interest payments are payable in monthly installments at a rate equal to the greater of 2% greater than the Prime Rate or a fixed rate of 7.00%. Payments were interest only until December 31, 2019 at which point principal payments in the amount of $50 per month will commence. The Growth Capital Term Loan matures in June 2022. The Loan and Security Agreement is secured by the assets and intellectual property of the Company and is subject to certain non-financial On December 10, 2018, the Company issued a warrant to purchase 100,000 shares of common stock at a price of $0.18 per share that expire on December 10, 2028 to the lender in connection with the Loan and Security Agreement discussed in the paragraphs above. Upon the draw of the first tranche of the Term Loan, the Company is deemed to automatically have granted the right to purchase 100,000 additional shares of common stock with the same terms. Upon the second tranche, the Company is deemed to automatically have granted the right to purchase 100,000 additional shares with the same terms. At the discretion of the holder, the warrants may be exercised at any time in cash or may be subject to a cashless exercise in which the warrant shares are converted to common stock under a defined conversion formula. As of December 31, 2019 and 2018, the warrant is for 300,000 and 200,000 shares of common stock, respectively. The estimated grant date fair value of these common stock warrants was $0.13 per share. These common stock warrants were assessed under ASC 480 Distinguishing Liabilities from Equity In addition to the common stock warrants recorded as a debt discount, the Company paid issuance costs amounting to $61 in connection with the Loan and Security Agreement discussed above. These costs were allocated between the Term Loan and the Revolver based on the respective availability. The portion allocated to the Term Loan is $24 and $35 as of December 31, 2019 and 2018, respectively, and is reflected net against the long-term debt on the consolidated balance sheets. The portion allocated to the Revolver is $0 and $25 as of December 31, 2019 and 2018, respectively, and was reflected net against the revolving line of credit on the consolidated balance sheet as of December 31, 2019. These costs are being amortized over the term of the associated debt agreement under the effective interest method. On November 19, 2019, the Company issued a warrant to purchase 150,000 shares of common stock at an exercise price of $0.18 per share that expire on November 19, 2029 to the lender in connection with the amendment to the Loan and Security Agreement discussed in the paragraphs above. At the discretion of the holder, the warrants may be exercised at any time in cash or may be subject to a cashless exercise in which the warrant shares are converted to common stock under a defined conversion formula. The estimated grant date fair value of these common stock warrants was $0.14 per share. These common stock warrants were assessed under ASC 480 Distinguishing Liabilities from Equity In addition to the common stock warrants recorded as a debt discount, the Company paid issuance costs amounting to $29 in connection with the amendment to the Loan and Security Agreement discussed above. These costs are reflected net against the long-term debt on the consolidated balance sheets and are being amortized over the term of the associated debt agreement under the effective interest method. Convertible notes payable: The notes issued in June 2019 were set to mature at the earlier of (i) June 19, 2020 or (ii) the occurrence of an event of default as defined in the note agreements. The notes were amended subsequent to year end (in February 2020, see Note 19) to extend the maturity date to February 6, 2021. The notes earn interest at a rate of 8.0% per year. Interest earned on these outstanding notes during the year ended December 31, 2019 amounted to $439. This amount is captured as accrued interest in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2019. Upon a change of control as defined in the note agreements, the Company is required to repay all outstanding principal and interest and a 100% premium on the outstanding principal balance of each note. Under the terms of the note agreements, if a qualified financing event occurs before maturity, the notes and accrued interest are automatically convertible at 80% of the price per share paid by cash investors in such qualified financing. Additionally, if a non-qualified The Company assessed these embedded features and determined that they were not considered clearly and closely related to the host notes, and met the definition of a derivative. Therefore, these embedded features were all required to be bifurcated from the notes and accounted for separately as a combined derivative liability. The Company estimated the fair value of the combined derivative liability at the respective issuances of the notes as $217, which was recorded as a liability and as a discount net against the subordinated convertible notes. The Company will be required to remeasure the combined derivative liability to its then fair value at each subsequent balance sheet date, through an adjustment to current earnings (see Note 7 for further details on the Company’s fair value measurements). The Company incurred issuance costs amounting to $180 in connection with the subordinated convertible promissory notes discussed above. These costs are reflected net against the subordinated convertible promissory notes on the consolidated balance sheets and are being amortized, along with the discount related to the combined derivative liability, over the term of the associated debt agreement utilizing the effective interest method. The Company recorded $1,282 in amortization of these discounts as a component of interest expense during the year ended December 31, 2019. Vehicle financing agreements: The following table summarizes the aggregate future contractual maturities of the Company’s outstanding debt, at face value, as of December 31, 2019 over the next 5 years and thereafter: Year Ended December 31, 2020 $ 11,494 2021 1,490 2022 374 2023 13 13,371 Less debt discount (985 ) $ 12,386 |
Commitments
Commitments | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 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. Merger Agreement On September 17, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub and XL. Pursuant to the Merger Agreement, Merger Sub will merge with and into XL, with XL surviving the merger (the “Merger”). As a result of the Merger, XL will become a wholly-owned subsidiary of the Company, with the securityholders of XL becoming securityholders of the Company. In connection with the Merger, an aggregate of 100,000,000 shares of the Company’s stock will be issued or reserved for issuance to XL securityholders. Additionally, in connection with the proposed transaction with XL, the Company intends to ask stockholders to approve an amendment to its certificate of incorporation to combine the Company’s Class A and Class B common stock into one single class of common stock and increase the number of shares of common stock authorized to 350,000,000 shares. Immediately prior to the effective time of the Merger (the “Effective Time”), XL will cause each share of XL’s preferred stock (the “XL Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time to be automatically converted into shares of XL’s common stock, (the “XL Common Stock” and, together with the XL Preferred Stock, the “XL Stock”) in accordance with the terms of XL’s amended and restated certificate of incorporation. All of the shares of XL Preferred Stock so converted into shares of XL Common Stock will no longer be issued and outstanding and will cease to exist, and each holder of XL Preferred Stock will thereafter cease to have any rights with respect to such shares of XL Preferred Stock. At the Effective Time, by virtue of the Merger: • Each share of XL Common Stock issued and outstanding immediately prior to the Effective Time (including each share of XL Common Stock issued as a result of the conversion of XL Preferred Stock described above and any conversion or exchange of XL’s convertible promissory notes (each, a “XL Convertible Note”)) will be automatically converted into the right to receive that number of shares of the Company’s common stock (“Pivotal Common Stock”) equal to the Exchange Ratio described below. • Each outstanding option to purchase shares of XL Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time (each, an “XL Option”) will be assumed by the Company and converted into an option to purchase a number of shares of Pivotal Common Stock equal to the product of (x) the number of shares of XL Common Stock subject to such XL Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such XL Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. • Each warrant, issued by XL and outstanding immediately prior to the Effective Time, to purchase shares of XL Stock (each, an “XL Warrant”) will be automatically assumed by Pivotal and will become a warrant to acquire, on the same terms and conditions as were applicable under each such XL Warrant, a number of shares of Pivotal Common Stock equal to the product of (x) the number of shares of XL Stock subject to such XL Warrant immediately prior to the Effective Time as adjusted pursuant to the terms of such XL Warrant and (y) the Exchange Ratio, at an exercise price equal to (A) the exercise price of such XL Warrant immediately prior to the Effective Time as adjusted pursuant to the terms of such XL Warrant divided by (B) the Exchange Ratio. The “Exchange Ratio” is the quotient obtained by dividing (i) 100,000,000 by (i) the sum of (a) the number of issued and outstanding shares of XL Common Stock immediately prior to the Effective Time (including all shares of XL Common Stock issued as a result of the conversion or exchange of XL Preferred Stock and XL Convertible Notes) plus (b) the number of shares of XL Common Stock issuable upon the exercise, conversion or other exchange of XL Convertible Notes, XL Options and XL Warrants which are not converted, exchanged or exercised prior to the Effective Time and are to remain outstanding as of and immediately following the Effective Time plus (c) the number of shares of XL Common Stock issuable upon the exercise, conversion or other exchange of any other debt or equity securities of XL outstanding immediately prior to the Effective Time. Subscription Agreements On September 17, 2020, the Company entered into subscription agreements (“Subscription Agreements”) with certain accredited investors (“Investors”), pursuant to which in connection with the Merger, the Company will issue an aggregate of 15,000,000 shares of Pivotal Common Stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to the Company of $150,000,000 (the “PIPE Offering”). The closing of the PIPE Offering is conditioned upon, among other customary closing conditions, (i) the Company receiving shareholder approval of the issuance of the shares of Pivotal Common Stock to be issued to the Investors pursuant to the rules and regulations of the NYSE and (ii) the Company and XL consummating the Merger prior to or substantially concurrently with the closing of the PIPE Offering. The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement. | 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 period. 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 | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
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. | 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 basis, an as-converted basis, 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 • 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 so 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. |
Income Tax
Income Tax | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Income Tax | NOTE 8. INCOME TAX The Company’s net deferred tax liability at December 31, 2019 is as follows: Deferred tax liability Unrealized gain on securities $ (1,707 ) Total deferred tax liability (1,707 ) Valuation allowance — Deferred tax liability, net of allowance $ (1,707 ) The income tax provision for the period from March 20, 2019 (inception) through ended December 31, 2019 consists of the following: Federal Current $ 318,881 Deferred 1,707 State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 320,588 As of December 31, 2019, the Company did not have any U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Income tax provision 21.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. | |
XL Hybrids, Inc [Member] | ||
Income Tax | Note 14. Income Taxes Net deferred income tax assets consist of the following components as of December 31, 2019 and 2018: 2019 2018 Deferred tax assets (liabilities): Net operating loss carryforwards $ 15,239 $ 11,718 Tax creditt carryforwards 1,341 1,275 Reserves 308 380 Share-based compensation 308 88 Depreciation and amortization (16 ) 18 Other 91 59 Total deferred tax assets 17,271 13,538 Less valuation allowance (17,271 ) (13,538 ) Net deferred tax assets (liabilities) $ — $ — The Company has provided a full valuation allowance against its net deferred tax assets since realization of any future benefit from deductible temporary differences and net operating loss cannot be sufficiently assured. Management of the Company has evaluated the positive and negative evidence bearing upon the reliability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. During 2019, the Company increased its valuation allowance by $3,733. The Company has federal and state net operating loss carryforwards of approximately $57,195 and $50,139. $31,633 of the federal net operating loss carryforward will expire at various dates commencing on 2029 and through 2037 and $25,562 were generated in the years ended December 31, 2019 and 2018 and have an indefinite life. At December 31, 2019, the Company has federal and state tax credits of approximately $953 and $492, respectively. These federal and state tax credits are available to reduce future taxable income and expire at various dates commencing 2026 through 2039. Utilization of the NOLs and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not determined whether an ownership change under section 382 has occurred or whether such limitation exists. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
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 September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 232,286,222 $ 231,919,897 | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and 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 December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 231,919,897 | |
XL Hybrids, Inc [Member] | |||
Fair Value Measurements | Note 8. Fair Value Measurements Contingent consideration liability: The key inputs to the valuation model that was utilized to estimate the fair value of the contingent consideration liability included volatility, risk free rate and probability of a subsequent round of funding. Convertible notes payable derivative liabilities: 2019 Notes: The fair value of the convertible notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date. The Company notes that the key inputs to the valuation models that were utilized to estimate the fair value of the 2019 Notes convertible debt derivative liabilities included: • The probability-weighted conversion discount is based on the contractual terms of the convertible note agreement and the expectation of the pre-money valuation • The remaining term was determined based on the remaining time period to maturity of the related convertible note with embedded features subject to valuation (as of the respective valuation date). • The Company’s equity volatility estimate was based on the re-levered historical • The risk rate was the discount rate utilized in the valuation and was determined based on reference to market yields for debt instruments with similar credit ratings and terms. • The probabilities and timing of the next financing event and default even are based on management’s best estimate of the future settlement of the respective convertible notes. The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 5,914 $ 5,914 Contingent consideration — — 2,182 2,182 Total liabilities $ — $ — $ 8,096 $ 8,096 Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 1,349 $ 1,349 Contingent consideration — — 1,503 1,503 Total liabilities $ — $ — $ 2,852 $ 2,852 The following is a roll forward of the Company’s Level 3 instruments: Balance, December 31, 2019 $ 2,852 Reduce derivative liability for extinguishment of convertible notes payable (1,349 ) Increase derivative liability for issuance of convertible notes payable 2,382 Fair value adjustments- Derivatives 3,532 Fair value adjustments- Contingent consideration 679 Balance, September 30, 2020 $ 8,096 | Note 7. Fair Value Measurements Contingent consideration liability: The key inputs to the valuation model that was utilized to estimate the fair value of the contingent consideration liability included volatility, risk free rate and probability of a subsequent round of funding. Convertible notes payable derivative liabilities: 2019 Notes: The fair value of the convertible notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date. The Company notes that the key inputs to the valuation models that were utilized to estimate the fair value of the 2019 Notes convertible debt derivative liabilities included: • The probability-weighted conversion discount is based on the contractual terms of the convertible note agreement and the expectation of the pre-money valuation • The remaining term was determined based on the remaining time period to maturity of the related convertible note with embedded features subject to valuation (as of the respective valuation date). • The Company’s equity volatility estimate was based on the re-levered historical • The risk rate was the discount rate utilized in the valuation and was determined based on reference to market yields for debt instruments with similar credit ratings and terms. • The probabilities and timing of the next financing event and default event are based on management’s best estimate of the future settlement of the respective convertible notes. The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 1,349 $ 1,349 Contingent consideration — — 1,503 1,503 Total liabilities $ — $ — $ 2,852 $ 2,852 |
Share-Based Compensation Expens
Share-Based Compensation Expense | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids Inc [Member] | ||
Share-Based Compensation Expense | Note 9. Share-Based Compensation During the nine months ended September 30, 2020, the Company issued 3,349,414 options to certain employees which will vest over a period of one to four years. The weighted-average fair value of stock options granted during the nine months ended September 30, 2020 and 2019, as determined by the Black-Scholes option pricing model, was $0.63 and $0.13, respectively. Share-based compensation expense for the nine months ended September 30, 2020 and 2019 was $663 and $218, respectively. As of September 30, 2020, there was $2,566 of unrecognized compensation cost related to share-based payments, which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 1.8 years. As of September 30, 2020, 589,460 shares of restricted stock were issued and are outstanding and are subject to forfeiture. | Note 10. Share-Based Compensation Expense During 2010, the Company established the 2010 Equity Incentive Plan (the Plan), subsequently amended and restated, under which a maximum number of 16,935,517 shares of the Company’s authorized and available common stock may be issued in the form of incentive stock options and other equity interests. Under the terms of the Plan, options and other equity interests may be granted to employees, officers, directors, and consultants of the Company. There were 2,728,213 shares available for future grant under the Plan at December 31, 2019. The Company recognized $208 and $305 in stock-based compensation expense for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, there is approximately $922 of unrecognized compensation expense related to non-vested Stock Options A summary of stock option award activity for the years ended December 31, 2019 and 2018 was as follows: Options Shares Weighted Average Weighted Average Outstanding at December 31, 2017 5,307,252 $ 0.15 5.6 Granted 6,274,230 0.18 Exercised (12,500 ) 0.18 Cancelled or forfeited (895,750 ) 0.18 Outstanding at December 31, 2018 10,673,232 0.16 6.7 Granted 6,502,400 0.18 Exercised (58,313 ) 0.02 Cancelled or forfeited (3,823,733 ) 0.18 Outstanding at December 31, 2019 13,293,586 $ 0.18 7.4 Exercisable at December 31, 2018 6,274,529 $ 0.15 5.3 Exercisable at December 31, 2019 6,228,796 $ 0.16 5.0 The weighted-average fair value of stock options granted during the years ended December 31, 2019 and 2018, as determined by the Black-Scholes option pricing model, ranged from $0.13 to $0.14. The aggregate intrinsic value of stock options exercised in the years ended December 31, 2019 and 2018 was $1,676 and $0 as determined on the date of exercise. Cash received from options exercised for the years ended December 31, 2019 and 2018 was $9,987 and $2,250, respectively. Restricted Stock Awards The fair value of restricted stock awards is estimated by the fair value of the Company’s common stock at the date of grant. Restricted stock activity during year ended at December 31, 2019 was as follows: Number of shares Weighted-average Non-vested, — Granted 589,460 $ 0.18 Vested — Cancelled or forfeited — Non-vested, 589,460 The Company award two directors 294,730 shares of the Company’s Common stock during the year ended December 31, 2019. There were no restricted stock awards granted in 2018. The restricted stock awards include both a service and performance-based vesting condition. The awards become fully vested upon a change-in-control, |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids Inc [Member] | ||
Commitments and Contingencies | Note 10. Commitments and Contingencies Legal proceedings: Operating leases: For Years Ending December 31, Operating lease 2020 (excluding the nine months ended September 30, 2020) $ 165,708 2021 412,894 2022 415,255 2023 425,595 2024 436,244 Thereafter 74,535 Future minimum lease payments $ 1,930,231 | Note 16. Commitments and Contingencies Operating leases: In January 2015, the Company entered into a noncancelable lease agreement for 3,264 square feet of warehouse, research and development, and vehicle development and installation facilities in Quincy, Illinois through December 31, 2020. In connection with the Business Combination discussed in Note 3, the Company entered into a sublease arrangement in California through December 31, 2019. In December 2019, the Company signed a noncancelable lease agreement for 23,540 square feet of office, warehouse, research and development, and distribution facilities in California through February 2025. Future minimum lease payments for these operating leases for the years ending December 31 are as follows: 2020 $ 422 2021 377 2022 415 2023 426 2024 436 Thereafter 75 $ 2,151 See Note 15 for related-party operating lease commitment. Legal proceedings: In January 2018, the Company received a demand letter from the counsel of a vendor which claimed the Company was indebted for a success fee for services allegedly provided under a now-expired |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids Inc [Member] | ||
Net Loss Per Share | Note 11. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (20,027 ) $ (11,186 ) Denominator: Weighted average shares outstanding, basic and diluted 11,555,159 10,508,012 Net loss per share, basic and diluted $ (1.73 ) $ (1.06 ) The Company’s contingently convertible notes payable did not meet the condition to be converted into common stock as of September 30, 2020 and 2019. Additionally, the Company’s contingently issuable unvested Restricted Stock did not meet the performance based vesting condition as of September 30, 2020 and 2019. Potential dilutive securities, which include stock options, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The number of shares underlying outstanding stock options, warrants, convertible debt (based upon a stock price fair value of $4.75 and $0.18 during the nine months ended September 30, 2020 and 2019, respectively) and convertible preferred shares for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Stock options 15,900,812 8,263,186 Convertible preferred stock 99,481,041 94,661,692 Convertible debt 2,073,128 25,692,194 Warrants 2,138,007 6,574,835 Total 119,592,988 135,191,907 | Note 17. Net Loss Per Share The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2019, and 2018: 2019 2018 Numerator: Net loss $ (14,901 ) $ (12,903 ) Denominator: Weighted average shares outstanding, basic and diluted 10,752,940 10,253,822 Net loss per share, basic and diluted 1.39 (1.26 ) The Company’s contingently convertible notes payable did not meet the condition to be converted to common stock as of December 31, 2019 and 2018. Additionally, the Company’s contingently issuable unvested restricted stock did not meet the performance - based vesting condition as of December 31, 2019 and 2018. Potential dilutive securities, which include stock options, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The number of shares underlying outstanding stock options, convertible preferred shares and warrants at December 31, 2019 and 2018 were as follows: 2019 2018 Stock options 13,293,586 10,085,022 Convertible preferred stocks 94,661,692 94,661,692 Warrants 7,724,835 6,474,835 Total 115,680,113 111,221,549 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | Note 11. Property and Equipment Property, plant and equipment consisted of the following at December 31: 2019 2018 Equipment $ 630 $ 447 Furniture and fixtures 45 45 Computers 30 30 Software 346 98 Vehicles 559 588 Leasehold improvements 164 164 1,774 1,372 Less accumulated depreciation (934 ) (702 ) Property and equipment, net $ 840 $ 670 Depreciation expense on property and equipment, was $265 and $260 for the years ended December 31, 2019, and 2018, respectively. |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | |
Intangibles | Note 12. Intangibles Intangible assets consist of developed technology acquired during 2019. The gross value of $863 is being amortized over a useful life of 4 years. Accumulated amortization was $54 at December 31, 2019. Approximate annual aggregate amortization expense of the intangibles for the years subsequent to December 31, 2019 is as follows: Years ending December 31: 2020 $ 216 2021 216 2022 216 2023 162 Total amortization $ 809 Amortization expense recognized on intangible assets was $72 and $0 for the years ended December 31, 2019 and 2018, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Accrued Expenses And Other Current Liabilities Disclosure [Line Items] | |
Accrued Expenses and Other Current Liabilities | Note 13. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2019 and 2018: 2019 2018 Accrued warranty costs $ 1,009 $ 910 Contingent and deferred purchase consideration connection with Quantum acquisition 638 — Accrued financing fees 360 — Accrued expenses, other 553 459 Sales tax 96 696 Accrued settlement costs (1) — 600 Accrued compensation and related benefits 398 185 $ 3,054 $ 2,850 (1) See FN 16 for further information relating to settlement fees. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Warrants | Note 9. Warrants Convertible Preferred Stock Warrants: B-1 B-1 B-1 B-1 In July 2016, the Company issued the Series C Warrants exercisable for 1,405,888 shares of Series C Preferred Stock at an exercise price per share of $0.6046 (see Note 19). The expiration date of the Series C Warrants is July 15, 2026. In September 2017, the Company issued warrants to an entity pursuant to the terms of a consulting agreement and a broker dealer services agreement. In consideration of the consulting agreement, the Company issued a warrant for 225,108 shares of Series D-1 D-1 D-1 D-1 D-1 D-1 The Series B-1 D-1 Distinguishing Liabilities from Equity Common Stock Warrants: In September 2017, in connection to the broker dealer services agreement noted above, the Company issued a warrant for 103,896 shares of common stock at an exercise price of $0.5775 per share. The expiration date of this warrant is September 29, 2022. In December 2018, January 2019 and November 2019, the Company issued warrants to purchase 200,000, 100,000 and 150,000 shares of common stock, respectively, at an exercise price of $0.18 per share to a lender in connection with the Loan and Security Agreement discussed in Note 6. These common stock warrants expire in December 2028, January 2029 and November 2029, respectively. The estimated grant date fair value of these common stock warrants was $0.13, $0.15 and $0.16 per share, respectively. The common stock warrants were assessed under ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging |
Redeemable, Convertible Preferr
Redeemable, Convertible Preferred Stock and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Redeemable, Convertible Preferred Stock and Stockholders' Deficit | Note 8. Redeemable, Convertible Preferred Stock and Stockholders’ Deficit Common stock: The following shares of common stock are reserved for future issuance: Conversion of redeemable, convertible preferred stock 94,661,692 Exercise of warrants for common stock 1,680,378 Exercise of warrants for redeemable, convertible preferred stock 5,044,457 Stock options issued and outstanding 13,293,586 Authorized for future grant under 2010 Equity Incentive Plan 2,728,213 117,408,326 Preferred stock: B-1 B-1), D-1 D-1), D-2 D-2), D-3 D-3), D-4 D-4). D-1, D-2, D-3, D-4, B-1, D-1, D-2, D-3, D-4 B-1, In September 2017, the Company issued 27,272,257 shares of Series D-1 D-1, D-2, D-3, D-4 D-1 In January 2018, the Company issued 5,252,830 shares of Series D-1 D-1. The Company amended its Certificate of Incorporation effective September 28, 2017. Prior to this date, the Junior Preferred was redeemable by the Company at any time after August 14, 2020, in three annual installments, commencing 60 days after receipt of notice from holders of at least 66 2/3% of the then-outstanding shares of Junior Preferred. During the period that the Junior Preferred was redeemable on or after the date noted above, the Company was accreting its Junior Preferred up to the redemption values through a charge to additional paid in capital. Subsequent to the amendment, the Company ceased recording any accretion adjustments to the Junior Preferred or the Series D as redemption related to any deemed liquidation event was not considered probable. Due to the contingently redeemable nature of the preferred stock, the Company has classified the Series D and Junior Preferred in temporary equity in the consolidated balances sheets as of December 31, 2019 and 2018. The established rights and privileges of the designated series of preferred stock are as follows: Dividends: non-cumulative D-1, D-2, D-3, D-4. non-cumulative B-1, Conversion: B-1, D-1, D-2, D-3, D-4, B-1, D-1, D-2, D-3, D-4 D-1 Voting: Liquidation: D-1, D-2, D-3, D-4 B-1, D-1 Redemption (deemed liquidation events): a) the merger or consolidation of the Corporation into or with another entity or involving a subsidiary of the Corporation and in such merger or consolidation the Corporation issues shares of its capital stock pursuant to the terms of such merger or consolidation; b) the sale, lease, exchange, license (other than a non-exclusive c) transactions following which holders of the Corporation’s capital stock outstanding immediately prior to such transaction or series of related transactions hold less than a majority of the voting securities of the entity surviving such transaction or series of related transactions or entity controlling such surviving entity; d) the liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Retirement Plan | Note 18. Retirement Plan The Company has adopted a 401(k) plan to provide all eligible employees a means to accumulate retirement savings on a tax-advantaged after-tax |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||
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 consolidated financial statements. | NOTE 10. 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 financial statements. | |
XL Hybrids, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Subsequent Events | Note 12. Subsequent Event On December 21, 2020, the Company consummated its business combination with Pivotal pursuant to the merger agreement dated September 17, 2020. In connection with the closing of the business combination, Pivotal changed its name to XL Fleet Corp. The Company was deemed to be the accounting acquirer in the merger. The historical financial statements of the Company became the historical financial statements of the combined company upon the consumation of the merger. | Note 19. Subsequent Events Deferral of principal payments on term loans: six-month six-month Convertible notes payable: Public Health Emergency of International Concern: As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. Payroll Protection Program Loan: pre-funding Warrant exercise: |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K | Basis of presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Principles of consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
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 | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth | |
Use of estimates | Use of Estimates The preparation of condensed consolidated 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. | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets 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 September 30, 2020 and December 31, 2019. | 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 December 31, 2019. | |
Marketable securities held in trust account | Marketable Securities Held in Trust Account At September 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 September 30, 2020, the Company has withdrawn $520,032 of interest earned on the Trust Account to pay for its franchise and income tax obligations. | Marketable securities held in Trust Account At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | |
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 consolidated balance sheets. | 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 balance sheet. | |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. | 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 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. | |
Net loss per common share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method | |
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 September 30, Nine Months Ended September 30, For the Period from March 20, 2019 (Inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (1,826,524 ) $ 665,511 $ (1,417,256 ) $ 664,827 Less: Income attributable to common stock subject to possible redemption — (708,312 ) (611,540 ) (708,312 ) Adjusted net loss $ (1,826,524 ) $ (42,801 ) $ (2,028,796 ) $ (43,485 ) Weighted average shares outstanding, basic and diluted 6,974,184 6,595,280 6,969,280 5,756,524 Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.29 ) $ (0.01 ) | Reconciliation of net loss per common share The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to 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: For the Net income $ 1,206,018 Less: Income attributable to common stock subject to possible redemption (1,364,852 ) Adjusted net loss $ (158,834 ) Weighted average shares outstanding, basic and diluted 6,141,375 Basic and diluted net loss per share $ (0.03 ) | |
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. | 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 consolidated balance sheets, primarily due to their short-term nature. | 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 balance sheet, primarily due to their short-term nature. | |
Recent accounting standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | 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 financial statements. | |
XL Hybrids Inc [Member] | |||
Principles of consolidation | Basis of condensed consolidated financial statement presentation: The accompanying consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements included elsewhere in this proxy statement/prospectus. The Company’s financial condition as of September 30, 2020, and operating results for the nine months ended September 30, 2020 are not necessarily indicative of the financial conditions and results of operations that may be expected for any future interim period or for the year ended December 31, 2020. | Basis of consolidated financial statement presentation: | |
Emerging growth company | Emerging Growth Company: non-emerging | ||
Use of estimates | Use of estimates: | Use of estimates: | |
Cash and cash equivalents | Cash and cash equivalents: | ||
Income taxes | Income taxes: Income Taxes Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the years ended December 31, 2019, and 2018, there were no uncertain tax position taken or expected to be taken in the Company’s tax returns. In the normal course of business, the Company is subject to regular audits by U.S. federal and state and local tax authorities. With few exceptions, the Company is no longer subject to federal, state or local tax examinations by tax authorities in its major jurisdictions for tax years before 2016. The Company did not recognize any tax related interest or penalties in the accompanying consolidated financial statements, but would record any such interest and penalties as a component of the provision for income taxes. | ||
Net loss per common share | Net loss per share: two-class two-class two-class non-cumulative Basic net income (loss) per share attributable to common shareholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities, and by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. For purposes of this calculation, potential dilutive common shares include unvested restricted stocks, convertible preferred shares, stock options, and warrants. The Company’s convertible Series D Preferred Stock contractually entitles the holders of such shares to participate in dividends but does not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since potentially dilutive common shares are considered to be anti-dilutive. | ||
Concentration of credit risk | Concentrations: Major Customers For the nine months ended September 30, 2020, two customers generated 60% and 9%, respectively, or 69% in the aggregate, of the Company’s revenue. For the nine months ended September 30, 2019, two customers generated 56% and 10%, respectively, or 66% in aggregate, of the Company’s revenue. Two customers accounted for 69% and 13%, respectively, or 82% in the aggregate, of accounts receivable, net, as of September 30, 2020. These concentrations make the Company vulnerable to a near-term severe impact should these relationships be terminated. To limit such risks, the Company performs ongoing credit evaluations of its customers’ financial condition. | Concentration of Credit Risk: With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of December 31, 2019 and 2018, two customers accounted for approximately 64% and 46% of accounts receivable, respectively. For the years ended December 31, 2019 and 2018, two customers and one customer accounted for approximately 65% and 15% of revenues, respectively. | |
Recent accounting standards | Recent accounting pronouncements issued and adopted: In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting re-measured 2018-07 On January 1, 2018, the Company early adopted the guidance under the modified retrospective transition method. The adoption of the guidance did not have an impact on the Company’s financial statements. | ||
Business combinations | Business combinations: Business Combinations The Company uses the income approach to determine the fair value of developed technology acquired in a business combination. This approach determines fair value by estimating the after-tax after-tax know-how. Refer to Note 3 for discussion of the Company’s 2019 business combination. | Business combinations: Business Combinations The Company uses the income approach to determine the fair value of developed technology acquired in a business combination. This approach determines fair value by estimating the after-tax after-tax know-how. Refer to Note 3 for discussion of the Company’s 2019 business combination. | |
Recent accounting pronouncements issued, not yet adopted | Recent accounting pronouncements issued, not yet adopted: | Recent accounting pronouncements issued, not yet adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 | |
Segment information | Segment information: | ||
Restricted cash | Restricted cash: | ||
Accounts receivable | Accounts receivable: | ||
Inventory | Inventory: written-off. | ||
Fair value measurements | Fair value measurements: Level 1: Level 2: Level 3: An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820: • Market approach: • Cost approach: • Income approach: The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, term loan and revolver debt, convertible notes payable derivative liability, and convertible notes payable. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments. The fair value of the Company’s revolving line of credit and term loan are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral and as a result approximate their fair values. We estimate the fair value of our convertible notes payable using level two and level three inputs by discounting the future cash flows using current interest rates at which we could obtain similar borrowings in consideration of the estimated enterprise value of the Company. | ||
Prepaid expenses and other current assets | Prepaid expenses and other current assets: | ||
Property and equipment, net | Property and equipment, net: Equipment 5 years Furniture and fixtures 5 years Computers and related equipment 3 years Software 3 years Vehicles 4 years Leasehold improvements Lesser of useful life of the asset Improvements are capitalized while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net. | ||
Intangible assets, net | Intangible assets, net: Fair Value Measurements | ||
Impairment of long-lived assets | Impairment of long-lived assets: 360-10, Impairment or Disposal of Long-Lived Assets | ||
Impairment of goodwill | Impairment of goodwill: The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible The Company determines the fair value of its reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weighs each of the methods applied to determine the fair value of its reporting unit. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year | ||
Revenue | Revenue: The Company’s revenue is primarily derived from the sales of hybrid electric powertrain equipment. The Company’s products are marketed and sold to end-user Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. In general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point, or equivalent and the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user end-use The Company provides limited-assurance-type warranties for its equipment and work performed under its contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by competitors. Therefore, the Company has determined that this warranty is outside the scope of ASC 606 and will continue to be accounted for under ASC 460, Guarantees. When the Company’s contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines standalone selling prices based on observable selling prices for the sale of kits. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales direct to end-use non-cash end-use non-cash Payment terms on invoices are typically 30 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less. | ||
Warranties | Warranties: | ||
Share-based compensation | Share-based compensation: non-employee Stock Options The Company accounts for stock-based compensation related to these awards based on the fair value of the awards. The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards, and recognizes the compensation cost on a straight line basis over the requisite service period of the awards for employee, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employee. The fair value of common stock has been determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent third-party valuations, the Company’s financial position and historical financial performance, the current climate in the marketplace, the effect of the rights and preferences of the preferred stockholders and the prospects of a liquidity event, among others. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of trading in its common stock as it is not a public company, and as such volatility is estimated using historical volatilities of comparable public entities. The expected life of the awards is estimated based on a simplified method, which uses the average of the vesting term and the original contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are accounted for as they occur. The fair value of stock options issued for the years ended December 31, 2019 and 2018 was measured with the following assumptions: 2019 2018 Expected volatility 70.0% 70.0% Expected term (in years) 6.1 - 10 6.1 -10 Risk-free interest rate 1.4 - 3.0% 2.3% - 2.9% Expected dividend yield 0.0% 0.0% | ||
Warrants | Warrants: Distinguishing Liabilities from Equity Derivatives and Hedging, | ||
Research and development expense | Research and development expense: | ||
Related parties | Related parties: |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
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 September 30, Nine Months Ended September 30, For the Period from March 20, 2019 (Inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (1,826,524 ) $ 665,511 $ (1,417,256 ) $ 664,827 Less: Income attributable to common stock subject to possible redemption — (708,312 ) (611,540 ) (708,312 ) Adjusted net loss $ (1,826,524 ) $ (42,801 ) $ (2,028,796 ) $ (43,485 ) Weighted average shares outstanding, basic and diluted 6,974,184 6,595,280 6,969,280 5,756,524 Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.29 ) $ (0.01 ) | The Company’s net 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: For the Net income $ 1,206,018 Less: Income attributable to common stock subject to possible redemption (1,364,852 ) Adjusted net loss $ (158,834 ) Weighted average shares outstanding, basic and diluted 6,141,375 Basic and diluted net loss per share $ (0.03 ) | |
XL Hybrids, Inc [Member] | |||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (20,027 ) $ (11,186 ) Denominator: Weighted average shares outstanding, basic and diluted 11,555,159 10,508,012 Net loss per share, basic and diluted $ (1.73 ) $ (1.06 ) | The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2019, and 2018: 2019 2018 Numerator: Net loss $ (14,901 ) $ (12,903 ) Denominator: Weighted average shares outstanding, basic and diluted 10,752,940 10,253,822 Net loss per share, basic and diluted 1.39 (1.26 ) | |
Property Plant And Equipment Useful Lives | Equipment 5 years Furniture and fixtures 5 years Computers and related equipment 3 years Software 3 years Vehicles 4 years Leasehold improvements Lesser of useful life of the asset | ||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of stock options issued for the years ended December 31, 2019 and 2018 was measured with the following assumptions: 2019 2018 Expected volatility 70.0% 70.0% Expected term (in years) 6.1 - 10 6.1 -10 Risk-free interest rate 1.4 - 3.0% 2.3% - 2.9% Expected dividend yield 0.0% 0.0% |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | ||
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired as of the date of acquisition: Deferred consideration $ 229 Contingent consideration 1,421 Share consideration-606,060 109 Total consideration $ 1,759 Software $ 256 Equipment and hardware 151 Intangible asset—developed technology 863 Goodwill 489 Fair value of assets acquired $ 1,759 | The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired as of the date of acquisition: Deferred consideration $ 229 Contingent consideration 1,421 Share consideration-606,060 109 Total consideration $ 1,759 Software $ 256 Equipment and hardware 151 Intangible asset—developed technology 863 Goodwill 489 Fair value of assets acquired $ 1,759 |
Revenue (Tables)
Revenue (Tables) - XL Hybrids, Inc [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | The following table represents the Company’s revenues disaggregated, by sales channel. Nine Months Ended September 30, September 30, Revenue direct to customers $ 1,729 $ 652 Revenue through channel partners 7,743 6,282 Total revenue $ 9,472 $ 6,934 | Disaggregation of revenue: 2019 Revenue direct to customers $ 3,263 Revenue through channel partners 3,952 Total revenue $ 7,215 |
Schedule of Accrued Warranty Liability | The following is a roll-forward of the Company’s accrued warranty liability: 2019 2018 Balance as of January 1 $ 910 $ 406 Accrual for warranties issued 415 919 Warranty charges (316 ) (415 ) Balance as of December 31 $ 1,009 $ 910 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments for this lease for the years ending December 31 are as follows: 2020 $ 213 2021 36 $ 249 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
XL Hybrids, Inc [Member] | |
Inventory [Line Items] | |
Schedule of Inventory, Current | Inventories consist of the following: September 30, December 31, Raw Materials $ 4,438 $ 2,297 Work-in-process 40 120 Finished Goods 205 72 Reserve for Obsolescence (130 ) (249 ) $ 4,553 $ 2,240 |
Term Debt (Tables)
Term Debt (Tables) - XL Hybrids, Inc [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Schedule of Long-term Debt Instruments | At September 30, 2020 and December 31, 2019, the carrying value of term debt was as follows: September 30, December 31, Subordinated convertible promissory notes: Face value of notes $ 18,099 $ 10,000 Accrued interest 1,464 — Unamortized deferred financing costs (344 ) (898 ) Subordinated convertible promissory notes, net 19,219 9,102 Term Loan 2,633 3,100 Unamortized deferred financing costs (43 ) (87 ) PPP Loan 1,100 — Vehicle financing agreements 239 271 Total debt obligations, net of deferred financing costs 3,929 3,284 Less: current portion of debt 2,801 1,435 Debt – net of current portion 1,128 1,849 | At December 31, 2019 and 2018, the carrying value of debt was as follows: December 31, 2019 2018 Subordinated convertible promissory notes $ 10,000 $ — Unamortized debt discount (898 ) — Term Loan 3,100 1,000 Unamortized debt discount (87 ) (65 ) Revolver — 2,587 Vehicle financing agreements 271 367 Total debt obligations, net of deferred financing costs $ 12,386 $ 3,889 |
Schedule of Maturities of Long-term Debt | The following table summarizes the aggregate future contractual maturities of the Company’s outstanding debt, at face value, as of December 31, 2019 over the next 5 years and thereafter: Year Ended December 31, 2020 $ 11,494 2021 1,490 2022 374 2023 13 13,371 Less debt discount (985 ) $ 12,386 |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax liability at December 31, 2019 is as follows: Deferred tax liability Unrealized gain on securities $ (1,707 ) Total deferred tax liability (1,707 ) Valuation allowance — Deferred tax liability, net of allowance $ (1,707 ) | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the period from March 20, 2019 (inception) through ended December 31, 2019 consists of the following: Federal Current $ 318,881 Deferred 1,707 State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 320,588 | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Income tax provision 21.0 % | |
XL Hybrids, Inc [Member] | ||
Schedule of Deferred Tax Assets and Liabilities | Net deferred income tax assets consist of the following components as of December 31, 2019 and 2018: 2019 2018 Deferred tax assets (liabilities): Net operating loss carryforwards $ 15,239 $ 11,718 Tax creditt carryforwards 1,341 1,275 Reserves 308 380 Share-based compensation 308 88 Depreciation and amortization (16 ) 18 Other 91 59 Total deferred tax assets 17,271 13,538 Less valuation allowance (17,271 ) (13,538 ) Net deferred tax assets (liabilities) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
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 September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 232,286,222 $ 231,919,897 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 231,919,897 | |
XL Hybrids, Inc [Member] | |||
Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 5,914 $ 5,914 Contingent consideration — — 2,182 2,182 Total liabilities $ — $ — $ 8,096 $ 8,096 Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 1,349 $ 1,349 Contingent consideration — — 1,503 1,503 Total liabilities $ — $ — $ 2,852 $ 2,852 | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Liabilities: Derivatives $ — $ — $ 1,349 $ 1,349 Contingent consideration — — 1,503 1,503 Total liabilities $ — $ — $ 2,852 $ 2,852 | |
Summary Of Roll Forward Of The Company's Level 3 Instrument | The following is a roll forward of the Company’s Level 3 instruments: Balance, December 31, 2019 $ 2,852 Reduce derivative liability for extinguishment of convertible notes payable (1,349 ) Increase derivative liability for issuance of convertible notes payable 2,382 Fair value adjustments- Derivatives 3,532 Fair value adjustments- Contingent consideration 679 Balance, September 30, 2020 $ 8,096 |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) - XL Hybrids Inc [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option award activity | A summary of stock option award activity for the years ended December 31, 2019 and 2018 was as follows: Options Shares Weighted Average Weighted Average Outstanding at December 31, 2017 5,307,252 $ 0.15 5.6 Granted 6,274,230 0.18 Exercised (12,500 ) 0.18 Cancelled or forfeited (895,750 ) 0.18 Outstanding at December 31, 2018 10,673,232 0.16 6.7 Granted 6,502,400 0.18 Exercised (58,313 ) 0.02 Cancelled or forfeited (3,823,733 ) 0.18 Outstanding at December 31, 2019 13,293,586 $ 0.18 7.4 Exercisable at December 31, 2018 6,274,529 $ 0.15 5.3 Exercisable at December 31, 2019 6,228,796 $ 0.16 5.0 |
Summary of restricted stock awards activity | The fair value of restricted stock awards is estimated by the fair value of the Company’s common stock at the date of grant. Restricted stock activity during year ended at December 31, 2019 was as follows: Number of shares Weighted-average Non-vested, — Granted 589,460 $ 0.18 Vested — Cancelled or forfeited — Non-vested, 589,460 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
XL Hybrids Inc [Member] | ||
Summary of Future Minimum Operating Lease Payments | The following is a schedule of approximate future minimum rental payments required under the Company’s lease agreements: For Years Ending December 31, Operating lease 2020 (excluding the nine months ended September 30, 2020) $ 165,708 2021 412,894 2022 415,255 2023 425,595 2024 436,244 Thereafter 74,535 Future minimum lease payments $ 1,930,231 | Future minimum lease payments for these operating leases for the years ending December 31 are as follows: 2020 $ 422 2021 377 2022 415 2023 426 2024 436 Thereafter 75 $ 2,151 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
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 September 30, Nine Months Ended September 30, For the Period from March 20, 2019 (Inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (1,826,524 ) $ 665,511 $ (1,417,256 ) $ 664,827 Less: Income attributable to common stock subject to possible redemption — (708,312 ) (611,540 ) (708,312 ) Adjusted net loss $ (1,826,524 ) $ (42,801 ) $ (2,028,796 ) $ (43,485 ) Weighted average shares outstanding, basic and diluted 6,974,184 6,595,280 6,969,280 5,756,524 Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.29 ) $ (0.01 ) | The Company’s net 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: For the Net income $ 1,206,018 Less: Income attributable to common stock subject to possible redemption (1,364,852 ) Adjusted net loss $ (158,834 ) Weighted average shares outstanding, basic and diluted 6,141,375 Basic and diluted net loss per share $ (0.03 ) | |
XL Hybrids Inc [Member] | |||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (20,027 ) $ (11,186 ) Denominator: Weighted average shares outstanding, basic and diluted 11,555,159 10,508,012 Net loss per share, basic and diluted $ (1.73 ) $ (1.06 ) | The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2019, and 2018: 2019 2018 Numerator: Net loss $ (14,901 ) $ (12,903 ) Denominator: Weighted average shares outstanding, basic and diluted 10,752,940 10,253,822 Net loss per share, basic and diluted 1.39 (1.26 ) | |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of shares underlying outstanding stock options, warrants, convertible debt (based upon a stock price fair value of $4.75 and $0.18 during the nine months ended September 30, 2020 and 2019, respectively) and convertible preferred shares for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Stock options 15,900,812 8,263,186 Convertible preferred stock 99,481,041 94,661,692 Convertible debt 2,073,128 25,692,194 Warrants 2,138,007 6,574,835 Total 119,592,988 135,191,907 | The number of shares underlying outstanding stock options, convertible preferred shares and warrants at December 31, 2019 and 2018 were as follows: 2019 2018 Stock options 13,293,586 10,085,022 Convertible preferred stocks 94,661,692 94,661,692 Warrants 7,724,835 6,474,835 Total 115,680,113 111,221,549 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Property, plant and equipment | Property, plant and equipment consisted of the following at December 31: 2019 2018 Equipment $ 630 $ 447 Furniture and fixtures 45 45 Computers 30 30 Software 346 98 Vehicles 559 588 Leasehold improvements 164 164 1,774 1,372 Less accumulated depreciation (934 ) (702 ) Property and equipment, net $ 840 $ 670 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids, Inc [Member] | |
Summary of Aggregate Amortization Expense of Intangibles | Approximate annual aggregate amortization expense of the intangibles for the years subsequent to December 31, 2019 is as follows: Years ending December 31: 2020 $ 216 2021 216 2022 216 2023 162 Total amortization $ 809 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2019 and 2018: 2019 2018 Accrued warranty costs $ 1,009 $ 910 Contingent and deferred purchase consideration connection with Quantum acquisition 638 — Accrued financing fees 360 — Accrued expenses, other 553 459 Sales tax 96 696 Accrued settlement costs (1) — 600 Accrued compensation and related benefits 398 185 $ 3,054 $ 2,850 (1) See FN 16 for further information relating to settlement fees. |
Redeemable, Convertible Prefe_2
Redeemable, Convertible Preferred Stock and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
XL Hybrids Inc [Member] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | The following shares of common stock are reserved for future issuance: Conversion of redeemable, convertible preferred stock 94,661,692 Exercise of warrants for common stock 1,680,378 Exercise of warrants for redeemable, convertible preferred stock 5,044,457 Stock options issued and outstanding 13,293,586 Authorized for future grant under 2010 Equity Incentive Plan 2,728,213 117,408,326 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Jul. 16, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 |
Date of incorporation | Mar. 20, 2019 | Mar. 20, 2019 | ||||
State of incorporation | DE | 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 | $ 100,000 | ||||
Proceeds from issuance of warrants | $ 6,350,000 | 6,350,000 | ||||
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 | 5,000,001 | $ 5,000,001 | |||
Additional proceeds from initial public offering | $ 535,515 | $ 624,943 | ||||
XL Hybrids, Inc [Member] | ||||||
Date of incorporation | Jul. 1, 2009 | Jul. 1, 2009 | ||||
State of incorporation | DE | DE | ||||
Gross proceeds from initial public offer | $ 50,000,000 | |||||
Proceeds from Convertible Debt | $ 8,100,000 | $ 8,010,000 | ||||
Number Of Securities Called By Warrants | 1,405,888 | |||||
Exercise Price of Warrants or Rights | $ 0.6046 | |||||
Least Cash Expects | $ 133,000,000 | $ 144,000,000 | ||||
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 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Accounting Policies [Abstract] | |||||||||||||||
Net (loss) income | $ (375) | $ (1,826,524) | $ (102,121) | $ 511,389 | $ 665,511 | $ (309) | $ 664,827 | $ (1,417,256) | $ 1,206,018 | ||||||
Less: Income attributable to common stock subject to possible redemption | 0 | (708,312) | (708,312) | (611,540) | (1,364,852) | ||||||||||
Adjusted net loss | $ (1,826,524) | $ (42,801) | $ (43,485) | $ (2,028,796) | $ (158,834) | ||||||||||
Weighted average shares outstanding, basic and diluted | 6,974,184 | [1] | 6,595,280 | [1] | 5,756,524 | [1] | 6,969,280 | [1] | 6,141,375 | ||||||
Basic and diluted net loss per share | $ (0.26) | [2] | $ (0.01) | [2] | $ (0.01) | [2] | $ (0.29) | [2] | $ (0.03) | $ 1.39 | $ (1.26) | ||||
[1] | Excludes an aggregate of 21,582,057 and 21,797,092 shares subject to possible redemption at September 30, 2020 and 2019. | ||||||||||||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $0 and $611,540 for the three and nine months ended September 30, 2020, respectively, and $708,312 for the three months ended September 30, 2019 and for the period from March 20, 2019 through September 30, 2019, respectively. (see Note 2). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property Plant And Equipment Useful Lives (Detail) - XL Hybrids, Inc [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computers and related equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of useful life of the asset or remaining life of the lease |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Detail) - XL Hybrids, Inc [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Share Based Payment Arrangement [Line Items] | ||
Expected volatility | 70.00% | 70.00% |
Risk-free interest rate , Minimum | 1.40% | 2.30% |
Risk-free interest rate , Maximum | 3.00% | 2.90% |
Expected dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Schedule Of Share Based Payment Arrangement [Line Items] | ||
Expected term (in years) | 10 years | 10 years |
Minimum [Member] | ||
Schedule Of Share Based Payment Arrangement [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | $ (230,000,000) | $ 520,032 | ||||
Insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |||
Antidilutive securities excluded from earning per share | 11,900,000 | 11,900,000 | ||||
XL Hybrids, Inc [Member] | ||||||
Insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |||
Antidilutive securities excluded from earning per share | 119,592,988 | 135,191,907 | 115,680,113 | 111,221,549 | ||
Allowance for doubtful debts | 0 | $ 0 | $ 70,000 | |||
Inventory reserve | 248,000 | $ 248,000 | 433,000 | |||
Warranty period of the product | 3 years | |||||
Uncertain tax position | $ 0 | $ 0 | 0 | |||
Product warranty expense | $ 368,000 | $ 916,000 | ||||
XL Hybrids, Inc [Member] | Accounts Receivable [Member] | ||||||
Concentration risk percentage | 82.00% | |||||
XL Hybrids, Inc [Member] | Accounts Receivable [Member] | One Customer [Member] | ||||||
Concentration risk percentage | 69.00% | |||||
XL Hybrids, Inc [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||||||
Concentration risk percentage | 13.00% | 64.00% | 46.00% | |||
XL Hybrids, Inc [Member] | Revenue Benchmark [Member] | ||||||
Concentration risk percentage | 69.00% | 66.00% | ||||
XL Hybrids, Inc [Member] | Revenue Benchmark [Member] | One Customer [Member] | ||||||
Concentration risk percentage | 15.00% | |||||
XL Hybrids, Inc [Member] | Revenue Benchmark [Member] | Two Customers [Member] | ||||||
Concentration risk percentage | 65.00% | |||||
XL Hybrids, Inc [Member] | Revenue Benchmark [Member] | Two Customers [Member] | Maximum [Member] | ||||||
Concentration risk percentage | 60.00% | 56.00% | ||||
XL Hybrids, Inc [Member] | Revenue Benchmark [Member] | Two Customers [Member] | Minimum [Member] | ||||||
Concentration risk percentage | 9.00% | 10.00% |
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 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 9,472 | $ 6,934 | $ 7,215 |
Revenue direct to customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,729 | 652 | 3,263 |
Revenue through channel partners [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 7,743 | $ 6,282 | $ 3,952 |
Revenue - Schedule of Accrued W
Revenue - Schedule of Accrued Warranty Liability (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance as of January 1 | $ 910 | $ 406 |
Accrual for warranties issued | 415 | 919 |
Warranty charges | (316) | (415) |
Balance as of December 31 | $ 1,009 | $ 910 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | |||||
Performance obligations unsatisfied | $ 133 | $ 19 | |||
Contract liability non current | 133 | $ 19 | |||
Total commission expense recognized | $ 142 | 226 | $ 45 | ||
Deferred revenue | $ 133 | $ 133 | $ 20 | ||
Start Year [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue remaining performance obligation expected timing of satisfaction year | 2021 | 2021 | |||
End Year [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue remaining performance obligation expected timing of satisfaction year | 2026 | 2026 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Jul. 16, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Proceeds from issuance of warrants | $ 6,350,000 | $ 6,350,000 | |
Private Placement [Member] | |||
Warrants and rights issued | 4,233,333 | ||
Warrants price | $ 1.50 | ||
Proceeds from issuance of warrants | $ 6,350,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Apr. 09, 2019USD ($) | Mar. 29, 2019USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Mar. 31, 2012ft² |
Proceeds from issuance of common stock | $ 25,000 | $ 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. | 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 | $ 125,000 | ||||||
Number of shares subject to forfeiture | shares | 750,000 | |||||||
Number of shares not subject to forfeiture | shares | 750,000 | 750,000 | 750,000 | |||||
XL Hybrids, Inc [Member] | ||||||||
Working capital loans outstanding | $ 1,854,000 | $ 2,587,000 | ||||||
Investor [Member] | XL Hybrids, Inc [Member] | ||||||||
Area of land | ft² | 10,160 | |||||||
Operating lease rent expense | $ 289,000 | $ 233,000 | ||||||
Private Placement [Member] | ||||||||
Working capital loans eligible for conversion into warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||
Conversion price of warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||
Working capital loans outstanding | $ 0 | |||||||
Promissory Note [Member] | ||||||||
Proceeds from related party debt | $ 125,000 | |||||||
Common Class B [Member] | ||||||||
Number of shares not subject to forfeiture | shares | 750,000 | 750,000 | ||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Stock issued during period | shares | 5,750,000 | |||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||
Number of shares subject to forfeiture | shares | 750,000 | 750,000 | 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 | 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 |
Related Party Transactions - Su
Related Party Transactions - Summary of Future Minimum Lease Payments (Detail) - XL Hybrids Inc [Member] - Investor [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 213 |
2021 | 36 |
Total | $ 249 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | |||
Raw Materials | $ 4,438 | $ 2,297 | |
Work-in-process | 40 | 120 | |
Finished Goods | 205 | 72 | |
Reserve for Obsolescence | (130) | (249) | |
Total | $ 4,553 | $ 2,240 | $ 2,455 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Sep. 17, 2020 | Jul. 16, 2019 | Sep. 30, 2019 | Dec. 31, 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 | ||||
Stock issued or reserved for issuance | 100,000,000 | ||||
Proceeds from issuance of common stock | $ 25,000 | $ 25,000 | |||
Underwriting Agreement [Member] | |||||
Payments for underwriting expense | $ 4,600,000 | ||||
Underwriting deferred fee per unit | $ 0.35 | ||||
Deferred underwriting fees | $ 8,050,000 | ||||
Merger Agreement [Member] | |||||
Stock issued or reserved for issuance | 100,000,000 | ||||
Merger Agreement [Member] | Common Stock [Member] | |||||
Increase the number of shares of common stock, shares authorized | 350,000,000 | ||||
PIPE Offering [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 15,000,000 | ||||
Sale of Stock, Price Per Share | $ 10 | ||||
Proceeds from issuance of common stock | $ 150,000,000 |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 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 | 21,582,057 | 21,768,560 | 21,797,092 | |
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. | 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. | 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% | 20.00% | ||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||
Number of shares not subject to forfeiture | 750,000 | 750,000 | ||
Common Class A [Member] | ||||
Preferred stock, shares issued | 1,417,943 | 1,231,440 | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 1,417,943 | 1,231,440 | ||
Common Stock, shares outstanding | 1,417,943 | 1,231,440 | ||
Aggregate of share subject to possible redemption | 21,582,057 | 21,768,560 | ||
Common Class A [Member] | Additional Shares [Member] | ||||
Percentage of shares of total equity under business combination | 60.00% | 60.00% | ||
Common Class A [Member] | Additional Shares [Member] | Maximum [Member] | ||||
Business acquisition share price | $ 9.20 | $ 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 | ||
Number of shares not subject to forfeiture | 750,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisitions, by Acquisition (Detail) - USD ($) | Oct. 04, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Jul. 11, 2019 |
Business Acquisition [Line Items] | ||||
Share consideration-606,060 shares of XL Common Stock | $ 150,000,000 | |||
XL Hybrids, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 489,000 | $ 489,000 | ||
Quantum Fuel Systems LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred consideration | 229,000 | |||
Contingent consideration | 1,421,000 | |||
Share consideration-606,060 shares of XL Common Stock | 109,000 | |||
Total consideration | 1,759,000 | |||
Software | 256,000 | |||
Equipment and hardware | 151,000 | |||
Intangible asset—developed technology | 863,000 | |||
Goodwill | 489,000 | |||
Fair value of assets acquired | $ 1,759,000 | |||
Quantum Fuel Systems LLC [Member] | XL Hybrids, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Deferred consideration | $ 229,000 | 229,000 | ||
Contingent consideration | 1,421,000 | |||
Share consideration-606,060 shares of XL Common Stock | 109,000 | 109,000 | ||
Total consideration | $ 1,759,000 | 1,759,000 | ||
Software | 256,000 | |||
Equipment and hardware | 151,000 | |||
Intangible asset—developed technology | 863,000 | |||
Goodwill | 489,000 | |||
Fair value of assets acquired | $ 1,759,000 |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Oct. 04, 2019USD ($)dshares | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 11, 2019USD ($) |
Business Acquisition [Line Items] | |||||
Business combination equity interests issued or issuable value | $ 150,000,000 | ||||
XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination additional consideration payable through equity issue fair value | $ 679,000 | ||||
Fair Value Measurement One [Member] | |||||
Business Acquisition [Line Items] | |||||
Discount rate used to estimate the value of contingent consideration | d | 0.125 | ||||
Quantum Fuel Systems LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination total consideration | 1,759,000 | ||||
Business combination deferred cash consideration payable | 229,000 | ||||
Business combination equity interests issued or issuable value | 109,000 | ||||
Business combination fair value of contingent consideration | $ 1,421,000 | ||||
Quantum Fuel Systems LLC [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination total consideration | $ 1,759,000 | $ 1,759,000 | |||
Business combination period within which purchase consideration must be paid | 270 days | ||||
Business combination deferred cash consideration payable | $ 229,000 | $ 229,000 | 229,000 | ||
Business combination equity interests issued or issuable shares | shares | 606,060 | ||||
Business combination equity interests issued or issuable value | $ 109,000 | 109,000 | 109,000 | ||
Business combination fair value of contingent consideration | $ 1,421,000 | 1,421,000 | |||
Quantum Fuel Systems LLC [Member] | Selling, General and Administrative Expenses [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination acquisition related expenses | $ 48,000 | ||||
Quantum Fuel Systems LLC [Member] | Developed Technology Rights [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination finite lived intangible assets acquired estimated useful life | 4 years | ||||
Quantum Fuel Systems LLC [Member] | Fair Value Measurement One [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | $ 1,421,000 | ||||
Discount rate used to estimate the fair value of deferred purchase consideration | 125.00% | ||||
Quantum Fuel Systems LLC [Member] | Milestone One [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | $ 450,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone One [Member] | Fair Value Measurement One [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | 400,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Two [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | 475,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Two [Member] | Cash Payment [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | $ 500,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Two [Member] | Settlement Through Shares [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination additional consideration payable through equity issue shares | shares | 865,800 | ||||
Business combination additional consideration payable through equity issue fair value | $ 123,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Two [Member] | Fair Value Measurement One [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | 387,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Three [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | 475,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Three [Member] | Cash Payment [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | $ 500,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Three [Member] | Settlement Through Shares [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination additional consideration payable through equity issue shares | shares | 865,800 | ||||
Business combination additional consideration payable through equity issue fair value | $ 123,000 | ||||
Quantum Fuel Systems LLC [Member] | Milestone Three [Member] | Fair Value Measurement One [Member] | XL Hybrids, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination fair value of contingent consideration | $ 387,000 |
New Markets Tax Credit Financ_2
New Markets Tax Credit Financing - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
New Market Tax Credit Financing [Line Items] | |||||
Proceeds from related party debt | $ 125,000 | $ 125,000 | |||
Deferred tax liability | 1,707 | $ 1,707 | |||
XL Hybrids Inc [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Restricted cash | 150,000 | 150,000 | $ 226,000 | $ 150,000 | |
Unamortised debt issuance costs | 985,000 | $ 985,000 | |||
XL Hybrids Inc [Member] | New Market Tax Credit Scheme [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Percentage of income tax credits subject to revocation | 100.00% | ||||
XL Hybrids Inc [Member] | New Market Tax Credit Investment Funds [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Proceeds from related party debt | $ 15,000,000 | ||||
Debt issuance costs gross | $ 546,000 | $ 546,000 | |||
Long term debt stated rate of interest | 1.15% | 1.15% | |||
Long term debt maturity end date | Mar. 4, 2045 | ||||
Long term debt maturity start date | Mar. 10, 2025 | ||||
Due from related party | $ 10,500,000 | $ 10,500,000 | |||
Due to related party | 15,000,000 | 15,000,000 | |||
Deferred tax liability | 4,995,000 | 4,995,000 | |||
Restricted cash | 4,995,000 | 4,995,000 | |||
Amortisation of debt issuance costs | 78,000 | 80,000 | |||
Unamortised debt issuance costs | $ 169,000 | 169,000 | $ 247,000 | ||
XL Hybrids Inc [Member] | New Market Tax Credit Investment Funds [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Loans and advances made to affiliates | $ 10,454,000 | ||||
Loan receivable from related party maturity start date | Jun. 10, 2025 | ||||
Loan receivable from related party moratorium period | 7 years | ||||
Loans receivable from related party maturity date | Dec. 31, 2044 | ||||
XL Hybrids Inc [Member] | New Market Tax Credit Investment Funds [Member] | Variable Interest Entity, Primary Beneficiary [Member] | U S Bank | |||||
New Market Tax Credit Financing [Line Items] | |||||
Payment to acquire equity method investments | $ 4,995,000 | ||||
XL Hybrids Inc [Member] | New Market Tax Credit Investment Funds [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Domestic Tax Authority [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Loans and advances made to affiliates | $ 6,455,000 | ||||
Loan receivable from related party rate of interest | 1.51% | ||||
XL Hybrids Inc [Member] | New Market Tax Credit Investment Funds [Member] | Variable Interest Entity, Primary Beneficiary [Member] | State and Local Jurisdiction [Member] | |||||
New Market Tax Credit Financing [Line Items] | |||||
Loans and advances made to affiliates | $ 3,998,000 | ||||
Loan receivable from related party rate of interest | 1.53% |
Term Debt - Schedule of Long-te
Term Debt - Schedule of Long-term Debt Instruments (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 12,386 | $ 3,889 | |
Long-term Debt, Gross | 13,371 | ||
Subordinated convertible promissory notes, net | $ 19,219 | 9,102 | |
Total debt obligations, net of deferred financing costs | 3,929 | 3,284 | |
Less: current portion of debt | 2,801 | 1,435 | |
Debt – net of current portion | 1,128 | 1,849 | |
Subordinated convertible promissory notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 18,099 | 10,000 | 0 |
Accrued interest | 1,464 | ||
Unamortized deferred financing costs | (344) | (898) | 0 |
Subordinated convertible promissory notes, net | 19,219 | 9,102 | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 2,633 | 3,100 | 1,000 |
Unamortized deferred financing costs | (43) | (87) | (65) |
Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 2,587 | |
Vehicle financing agreements [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 239 | $ 271 | $ 367 |
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,100 |
Term Debt - Summary of Maturiti
Term Debt - Summary of Maturities of Long-term Debt (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Year Ended December 31, 2020 | $ 11,494 | |
2021 | 1,490 | |
2022 | 374 | |
2023 | 13 | |
Long-term Debt, Gross | 13,371 | |
Less debt discount | (985) | |
Total | $ 12,386 | $ 3,889 |
Term Debt - Additional Informat
Term Debt - Additional Information (Detail) - USD ($) | Nov. 19, 2019 | Nov. 01, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 10, 2018 | Jul. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Loan And Security Amendment Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 1,038,000 | ||||||||||||
XL Hybrids, Inc [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 1,405,888 | ||||||||||||
Amortization of debt discount | $ 973,000 | $ 748,000 | $ 1,598,000 | $ 306,000 | |||||||||
Unamortised debt issuance costs | 985,000 | ||||||||||||
Class of warrants or rights exercise price | $ 0.6046 | ||||||||||||
Percentage of change in discounted cash flow | 10.00% | ||||||||||||
Loss on extinguishment of debt | $ 1,038,000 | ||||||||||||
Proceeds from Issuance of Long-term Debt | $ 673 | 2,500,000 | 1,000,000 | ||||||||||
Long-term Debt, Gross | $ 13,371,000 | ||||||||||||
XL Hybrids, Inc [Member] | Subsequent Event [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 1,405,888 | ||||||||||||
Class of warrants or rights exercise price | $ 0.6046 | ||||||||||||
XL Hybrids, Inc [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class or warrants or rights issue price | $ 0.18 | ||||||||||||
Class of warrants or rights expiry date | Dec. 10, 2028 | ||||||||||||
Class of warrants or rights grant date fair value | $ 0.13 | ||||||||||||
Amortization of debt discount | $ 15,000 | $ 0 | |||||||||||
Class or warrants or rights outstanding | 300,000 | 200,000 | |||||||||||
Payments of Debt Issuance Costs | $ 61,000 | ||||||||||||
Debt discount unamortized | $ 31,000 | $ 30,000 | |||||||||||
XL Hybrids, Inc [Member] | Loan And Security Amendment Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 150,000 | ||||||||||||
Class or warrants or rights issue price | $ 0.14 | ||||||||||||
Class of warrants or rights expiry date | Nov. 19, 2029 | ||||||||||||
Amortization of debt discount | $ 1,000 | ||||||||||||
Payments of Debt Issuance Costs | $ 29,000 | ||||||||||||
Class of warrants or rights exercise price | $ 0.18 | ||||||||||||
Debt discount unamortized | 21,000 | ||||||||||||
XL Hybrids, Inc [Member] | Forecast [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 100,000 | ||||||||||||
XL Hybrids, Inc [Member] | Tranche One [Member] | Forecast [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 100,000 | ||||||||||||
XL Hybrids, Inc [Member] | Tranche Two [Member] | Forecast [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 100,000 | ||||||||||||
XL Hybrids, Inc [Member] | Revolving Credit Facility [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Line of credit maximum borrowing capacity | $ 3,000,000 | ||||||||||||
XL Hybrids, Inc [Member] | Revolving Credit Facility [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt issuance costs gross | $ 0 | 25,000 | |||||||||||
XL Hybrids, Inc [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility Amendment [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Line of credit facility maturity date | Dec. 8, 2020 | ||||||||||||
XL Hybrids, Inc [Member] | Loans Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 2,000,000 | ||||||||||||
Long term debt fixed rate of interest | 7.00% | ||||||||||||
Long term debt terms of interest payment | monthly installments | ||||||||||||
Long term debt stated rate of interest | 7.00% | ||||||||||||
Long-term Debt, Gross | $ 2,633,000 | $ 3,100,000 | 1,000,000 | ||||||||||
XL Hybrids, Inc [Member] | Loans Payable [Member] | Bank Term Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt issuance costs gross | 24,000 | 35,000 | |||||||||||
XL Hybrids, Inc [Member] | Loans Payable [Member] | Tranche One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 1,000,000 | ||||||||||||
Proceeds from long term loan | $ 1,000,000 | ||||||||||||
XL Hybrids, Inc [Member] | Loans Payable [Member] | Tranche Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from long term loan | $ 1,000,000 | ||||||||||||
XL Hybrids, Inc [Member] | Growth Capital Term Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 2,000,000 | ||||||||||||
Long term debt fixed rate of interest | 7.00% | ||||||||||||
Debt instrument periodic payment principal | $ 50,000 | ||||||||||||
Long term loan maturity date | Jun. 30, 2022 | ||||||||||||
Long term debt stated rate of interest | 7.00% | ||||||||||||
XL Hybrids, Inc [Member] | Growth Capital Term Loan [Member] | Tranche One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 1,500,000 | ||||||||||||
XL Hybrids, Inc [Member] | Growth Capital Term Loan [Member] | Tranche Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 500,000 | ||||||||||||
XL Hybrids, Inc [Member] | Subordinated convertible promissory notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument face value | $ 1,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||
Payments of Debt Issuance Costs | $ 180,000 | ||||||||||||
Subordinated borrowing due date | Jun. 19, 2020 | ||||||||||||
Subordinated notes stated rate of interest | 8.00% | ||||||||||||
Interest expense on subordinated notes | $ 439,000 | ||||||||||||
Percentage of redemption premium due on debt instruments | 100.00% | 100.00% | |||||||||||
Debt instrument conversion price as a percentage of per share price | 80.00% | 80.00% | |||||||||||
Debt instrument fair value of the combined derivative liability | $ 217,000 | ||||||||||||
Amortisation of debt discount | 1,282,000 | ||||||||||||
Long-term Debt, Gross | $ 18,099,000 | $ 10,000,000 | 0 | ||||||||||
Proceeds from Issuance of Debt | $ 1,000,000 | 1,000,000 | 8,100,000 | ||||||||||
XL Hybrids, Inc [Member] | Subordinated convertible promissory notes [Member] | Director [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Long-term Debt, Gross | 13,000,000 | ||||||||||||
XL Hybrids, Inc [Member] | Subordinated convertible promissory notes [Member] | Subordinated Note Amendment Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Subordinated borrowing due date | Feb. 6, 2021 | ||||||||||||
XL Hybrids, Inc [Member] | Subordinated convertible promissory notes [Member] | Tranche Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from subordinated notes | $ 9,000,000 | ||||||||||||
XL Hybrids, Inc [Member] | Vehicle financing agreements [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Long-term Debt, Gross | 239,000 | $ 271,000 | $ 367,000 | ||||||||||
XL Hybrids, Inc [Member] | Vehicle financing agreements [Member] | Minimum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Long term debt fixed rate of interest | 2.95% | ||||||||||||
Debt instrument month of maturity | 2020 | ||||||||||||
Long term debt stated rate of interest | 2.95% | ||||||||||||
XL Hybrids, Inc [Member] | Vehicle financing agreements [Member] | Maximum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Long term debt fixed rate of interest | 10.00% | ||||||||||||
Debt instrument month of maturity | 2023 | ||||||||||||
Long term debt stated rate of interest | 10.00% | ||||||||||||
XL Hybrids, Inc [Member] | Prime Rate [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument periodic payment principal | $ 67,000 | ||||||||||||
Long term loan maturity date | Dec. 31, 2021 | ||||||||||||
XL Hybrids, Inc [Member] | Prime Rate [Member] | Loans Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||
XL Hybrids, Inc [Member] | Prime Rate [Member] | Growth Capital Term Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||
XL Hybrids, Inc [Member] | Rate One [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||||||
XL Hybrids, Inc [Member] | Rate Two [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||
XL Hybrids, Inc [Member] | Investor Term And Bridge Notes | Series C Warrants [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of warrant or rights number of securities called by the warrants or rights | 1,405,888 | ||||||||||||
Class or warrants or rights issue price | $ 0.6046 | ||||||||||||
Class of warrants or rights expiry date | Jul. 15, 2026 | ||||||||||||
Class of warrants or rights grant date fair value | $ 0.31 | ||||||||||||
Amortization of debt discount | $ 146,000 | ||||||||||||
Unamortised debt issuance costs | $ 226,000 | ||||||||||||
XL Hybrids, Inc [Member] | Payroll Protection Program Loan [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Issuance of Long-term Debt | $ 1,100,000 |
Property and Equipment - Summar
Property and Equipment - Summary Of Property and Equipment (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,774 | $ 1,372 | |
Less accumulated depreciation | (934) | (702) | |
Property and equipment, net | $ 678 | 840 | 670 |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 630 | 447 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 45 | 45 | |
Computers and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 30 | 30 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 346 | 98 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 559 | 588 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 164 | $ 164 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
XL Hybrids, Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 265 | $ 260 |
Intangibles - Summary of Aggreg
Intangibles - Summary of Aggregate Amortization Expense of Intangibles (Detail) - XL Hybrids, Inc [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 216 |
2021 | 216 |
2022 | 216 |
2023 | 162 |
Total amortization | $ 809 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of intangible assets | $ 72 | $ 0 |
Developed Technology Rights [Member] | ||
Intangibles acquired | $ 863 | |
Intangibles useful life | 4 years | |
Intangibles accumulated amortization | $ 54 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - XL Hybrids, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued warranty costs | $ 1,009 | $ 910 | |
Contingent and deferred purchase consideration connection with Quantum acquisition | 638 | 0 | |
Accrued financing fees | 360 | 0 | |
Accrued expenses, other | 553 | 459 | |
Sales tax | 96 | 696 | |
Accrued settlement costs | 0 | 600 | |
Accrued compensation and related benefits | 398 | 185 | |
Accrued expenses and other current liabilities total | $ 6,721 | $ 3,054 | $ 2,850 |
Redeemable, Convertible Prefe_3
Redeemable, Convertible Preferred Stock and Stockholders' Deficit - Schedule Of Common Stock Shares Reserved For Future Issuance (Detail) - XL Hybrids Inc [Member] | Dec. 31, 2019shares |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 117,408,326 |
Conversion of redeemable, convertible preferred stock | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 94,661,692 |
Exercise of warrants for common stock [Member] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 1,680,378 |
Exercise of warrants for redeemable, convertible preferred stock [Member] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 5,044,457 |
Stock options issued and outstanding [Member] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 13,293,586 |
Authorized for future grant under 2010 Equity Incentive Plan [Member] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Line Items] | |
Common stock shares reserved for future issuance | 2,728,213 |
Redeemable, Convertible Prefe_4
Redeemable, Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Jan. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity Temporary And Permanent [Line Items] | ||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
XL Hybrids Inc [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common stock shares reserved for future issuance | 117,408,326 | |||||
Temporary equity shares authorised | 99,966,639 | 99,966,639 | ||||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
interest income | $ 133 | |||||
Shares exchanged on accrued interest | 231 | |||||
Stock Issued During Period, Shares, Issued for Services | 115,676 | |||||
Stock Issued During Period, Value, Issued for Services | $ 67 | |||||
Proceeds from Issuance Initial Public Offering | $ 50,000 | |||||
XL Hybrids Inc [Member] | Board Of Directors [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0 | |||||
XL Hybrids Inc [Member] | Junior Preferred Shares [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
No of notice period for redemption of shares | 60 days | |||||
XL Hybrids Inc [Member] | Junior Preferred Shares [Member] | Minimum [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Percentage of ownership shares held | 2.00% | |||||
XL Hybrids Inc [Member] | Junior Preferred Shares [Member] | Maximum [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Percentage of ownership shares held | 3.00% | |||||
XL Hybrids Inc [Member] | Convertible Promissory Notes [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Accrued interest | $ 182 | |||||
Payments of Debt Issuance Costs | $ 3,183 | |||||
XL Hybrids Inc [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 11,697,818 | 11,697,818 | 11,697,818 | |||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
XL Hybrids Inc [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 11,168,788 | 11,168,788 | 11,168,788 | |||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
XL Hybrids Inc [Member] | Seried B-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 3,413,461 | 3,413,461 | ||||
XL Hybrids Inc [Member] | Series C Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 23,092,403 | 23,092,403 | 23,092,403 | |||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
XL Hybrids Inc [Member] | Series D-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 43,382,845 | 43,382,845 | ||||
XL Hybrids Inc [Member] | Series D-2 Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 1,465,110 | 1,465,110 | ||||
XL Hybrids Inc [Member] | Series D-3 Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 223,254 | 223,254 | ||||
XL Hybrids Inc [Member] | Series D-4 Redeemable Convertible Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Temporary equity shares authorised | 5,522,960 | 5,522,960 | ||||
XL Hybrids Inc [Member] | Series D-1 Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Preferred Stock, Shares Issued | 5,252,830 | 27,272,257 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.5775 | $ 0.5775 | ||||
Proceeds from Issuance of Preferred Stock | $ 3,034 | $ 15,749,731 | ||||
Payments of Stock Issuance Costs | 304 | |||||
Settlement of warrants | $ 82 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 4,329,005 | 501,795 | ||||
shares issued in exchange for the original debt | $ 2,500 | |||||
Common Stock, Conversion Basis | 0.5775 | |||||
Liquidation Preference Per Share | $ 0.5775 | |||||
XL Hybrids Inc [Member] | Series D-1 Preferred Stock [Member] | Junior Preferred Shares [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.03465 | |||||
XL Hybrids Inc [Member] | Series D-1 Preferred Stock [Member] | Bridge Loan [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,194,805 | |||||
shares issued in exchange for the original debt | $ 3,000 | |||||
XL Hybrids Inc [Member] | Series D-2 Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,465,110 | |||||
Common Stock, Conversion Basis | 0.5053 | |||||
Liquidation Preference Per Share | $ 0.5053 | |||||
XL Hybrids Inc [Member] | Series D-2 Preferred Stock [Member] | Junior Preferred Shares [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.030318 | |||||
XL Hybrids Inc [Member] | Series D-3 Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 223,254 | |||||
Common Stock, Conversion Basis | 0.4620 | |||||
Liquidation Preference Per Share | $ 0.4620 | |||||
XL Hybrids Inc [Member] | Series D-3 Preferred Stock [Member] | Junior Preferred Shares [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.02772 | |||||
XL Hybrids Inc [Member] | Series D-4 Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,522,960 | |||||
Common Stock, Conversion Basis | 0.4043 | |||||
Liquidation Preference Per Share | $ 0.4043 | |||||
XL Hybrids Inc [Member] | Series D-4 Preferred Stock [Member] | Junior Preferred Shares [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.024258 | |||||
XL Hybrids Inc [Member] | Series A Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common Stock, Conversion Basis | 0.3873 | |||||
Liquidation Preference Per Share | $ 0.3873 | |||||
XL Hybrids Inc [Member] | Series A Preferred Stock [Member] | Board Of Directors [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.023238 | |||||
XL Hybrids Inc [Member] | Series B Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common Stock, Conversion Basis | 0.5333 | |||||
Liquidation Preference Per Share | $ 0.5333 | |||||
XL Hybrids Inc [Member] | Series B Preferred Stock [Member] | Board Of Directors [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.031998 | |||||
XL Hybrids Inc [Member] | Series B-1 Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common Stock, Conversion Basis | 1.04 | |||||
Liquidation Preference Per Share | $ 1.04 | |||||
XL Hybrids Inc [Member] | Series B-1 Preferred Stock [Member] | Board Of Directors [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.0624 | |||||
XL Hybrids Inc [Member] | Series C Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common Stock, Conversion Basis | 0.6046 | |||||
Liquidation Preference Per Share | $ 0.6046 | |||||
XL Hybrids Inc [Member] | Series C Preferred Stock [Member] | Board Of Directors [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Dividend rate per share | $ 0.0366 | |||||
XL Hybrids Inc [Member] | Series D Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
percentage of voting rights | 50.00% | |||||
XL Hybrids Inc [Member] | Common Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Liquidation Preference Per Share | $ 1.44325 | |||||
XL Hybrids Inc [Member] | Stock Option Plans And Potential Conversion Of Preferred Stock [Member] | ||||||
Equity Temporary And Permanent [Line Items] | ||||||
Common stock shares reserved for future issuance | 130,000,000 | 130,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - XL Hybrids Inc [Member] - $ / shares | Nov. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2017 | Jul. 31, 2016 | Nov. 30, 2013 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2015 |
Warrants issued and exercised | 1,405,888 | ||||||||
Exercise Price of Warrants or Rights | $ 0.6046 | ||||||||
Broker Dealer Services Agreement [Member] | |||||||||
Warrants issued and exercised | 103,896 | ||||||||
Exercise Price of Warrants or Rights | $ 0.5775 | ||||||||
Date the warrants or rights are exercisable | Sep. 29, 2022 | ||||||||
Loan and Security Agreement [Member] | |||||||||
Exercise Price of Warrants or Rights | $ 0.18 | ||||||||
Common Stock Warrants [Member] | |||||||||
Exercise Price of Warrants or Rights | $ 0.16 | $ 0.15 | $ 0.13 | ||||||
Date the warrants or rights are exercisable | Nov. 30, 2029 | Jan. 31, 2029 | Dec. 31, 2028 | ||||||
Common Stock Warrants [Member] | Loan and Security Agreement [Member] | |||||||||
Number of Securities Called by Each Warrant or Right | 150,000 | 100,000 | 200,000 | ||||||
Common Stock Warrants [Member] | Common Stock [Member] | |||||||||
Warrants issued and exercised | 1,126,482 | ||||||||
Exercise Price of Warrants or Rights | $ 0.5326 | ||||||||
Date the warrants or rights are exercisable | Nov. 22, 2023 | ||||||||
Series B-1 Preferred Stock [Member] | |||||||||
Warrants issued and exercised | 3,413,461 | ||||||||
Exercise Price of Warrants or Rights | $ 1.04 | ||||||||
Series C Preferred Stock [Member] | Series C Warrants exercisable [Member] | |||||||||
Warrants issued and exercised | 1,405,888 | ||||||||
Exercise Price of Warrants or Rights | $ 0.6046 | ||||||||
Date the warrants or rights are exercisable | Jul. 15, 2026 | ||||||||
Series D-1 Preferred Stock [Member] | |||||||||
Warrants issued and exercised | 225,108 | ||||||||
Date the warrants or rights are exercisable | Jan. 20, 2023 | ||||||||
Number of Securities Called by Each Warrant or Right | 51,948 | ||||||||
Series D-1 Preferred Stock [Member] | Tranche One [Member] | |||||||||
Exercise Price of Warrants or Rights | $ 0.5775 | ||||||||
Series D-1 Preferred Stock [Member] | Tranche Two [Member] | |||||||||
Number of Securities Called by Each Warrant or Right | 138,528 | ||||||||
Series D-1 Preferred Stock [Member] | TrancheThree [Member] | |||||||||
Number of Securities Called by Each Warrant or Right | 34,632 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Summary of stock option award activity (Detail) - XL Hybrids, Inc [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding at beginning of period, Shares | 13,293,586 | 10,673,232 | 10,673,232 | 5,307,252 | |
Granted | 6,502,400 | 6,274,230 | |||
Exercised | (58,313) | (12,500) | |||
Cancelled or forfeited | (3,823,733) | (895,750) | |||
Outstanding at end of period, Shares | 13,293,586 | 10,673,232 | 5,307,252 | ||
Exercisable at the ending | 6,228,796 | 6,274,529 | |||
Weighted Average Exercise Price, Outstanding at the beginning | $ 0.18 | $ 0.16 | $ 0.16 | $ 0.15 | |
Weighted Average Exercise Price, Granted | $ 4.75 | $ 0.18 | 0.18 | 0.18 | |
Weighted Average Exercise Price, Exercised | 0.02 | 0.18 | |||
Weighted Average Exercise Price, Cancelled or forfeited | 0.18 | 0.18 | |||
Weighted Average Exercise Price, Outstanding at the ending | 0.18 | 0.16 | $ 0.15 | ||
Weighted Average Exercise Price, Exercisable at the ending | $ 0.16 | $ 0.15 | |||
Weighted Average Remaining Contractual Term, Outstanding at the beginning | 7 years 4 months 24 days | 6 years 8 months 12 days | 5 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term, Outstanding at the ending | 7 years 4 months 24 days | 6 years 8 months 12 days | 5 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term, Exercisable at the ending | 5 years | 5 years 3 months 18 days |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Summary of restricted stock awards activity (Detail) - XL Hybrids, Inc [Member] - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested, at beginning of period | 0 |
Granted | 589,460 |
Vested | 0 |
Cancelled or forfeited | 0 |
Non-vested, at end of period | 589,460 |
Weighted-average grant-date fair value per share, Granted | $ / shares | $ 0.18 |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - Additional Information (Detail) - XL Hybrids, Inc [Member] $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2010shares | |
Share-based Payment Arrangement, Expense | $ | $ 663 | $ 218 | |||
Cash received from options exercised | $ | $ 21 | $ 2 | $ 10 | $ 2 | |
Share-based payment award, shares issued in period | 589,460 | ||||
Granted | 6,502,400 | 6,274,230 | |||
Share-based Payment Arrangement, Option [Member] | |||||
Unrecognized compensation expense related to non-vested stock options | $ | $ 2,566 | $ 922 | |||
Unrecognized compensation expense weighted-average period for recognition | 1 year 9 months 18 days | 3 years 2 months 23 days | |||
Weighted-average fair value of stock options granted | $ / shares | $ 0.63 | $ 0.13 | $ 0.13 | $ 0.14 | |
Intrinsic value of stock options exercised | $ | $ 1,676 | $ 0 | |||
Cash received from options exercised | $ | $ 9,987 | $ 2,250 | |||
Number ofemployee stock option issued | 3,349,414 | ||||
Restricted Stock [Member] | |||||
Share-based payment award, shares issued in period | 294,730 | ||||
Number of directors | 2 | ||||
Granted | 0 | ||||
2010 Equity Incentive Plan [Member] | |||||
Share Based Payment Award Number Of Shares Authorized | 16,935,517 | ||||
Shares available for future grant | 2,728,213 | ||||
Share-based Payment Arrangement, Expense | $ | $ 208 | $ 305 |
Revolving Line of Credit - Addi
Revolving Line of Credit - Additional Information (Detail) - Silicon Valley Bank [Member] - Loan and Security Agreement [Member] - XL Hybrids Inc [Member] $ in Millions | Dec. 10, 2018USD ($) |
Line of credit maximum borrowing capacity | $ 3 |
Line of credit facility maturity date | Dec. 8, 2020 |
Line of Credit Facility, Interest Rate During Period | 4.50% |
Line of Credit Facility, Interest Rate at Period End | 7.75% |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax liability | ||
Unrealized gain on securities | $ (1,707) | |
Total deferred tax liability | (1,707) | |
Deferred tax liability, net of allowance | (1,707) | |
XL Hybrids, Inc [Member] | ||
Deferred tax liability | ||
Net operating loss carryforwards | 15,239,000 | $ 11,718,000 |
Tax creditt carryforwards | 1,341,000 | 1,275,000 |
Reserves | 308,000 | 380,000 |
Share-based compensation | 308,000 | 88,000 |
Depreciation and amortization | (16,000) | 18,000 |
Other | 91,000 | 59,000 |
Total deferred tax assets | 17,271,000 | 13,538,000 |
Less valuation allowance | (17,271,000) | (13,538,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Federal | |||||
Current | $ 318,881 | ||||
Deferred | 1,707 | ||||
Income tax provision | $ (24,119) | $ 176,727 | $ 176,727 | $ 84,673 | $ 320,588 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Income tax provision | 21.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - XL Hybrids, Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Increase decrease in deferred tax asset valuation allowance | $ 3,733 |
Domestic Tax Authority [Member] | |
Operating loss carryforwards | 57,195 |
Income tax credits | 953 |
Domestic Tax Authority [Member] | Expiration From 2029 Through 2037 Tax Year [Member] | |
Operating loss carryforwards, subject to expiration | 31,633 |
Domestic Tax Authority [Member] | Not Subject to Expiration [Member] | |
Operating loss carryforwards, not subject to expiration | 25,562 |
State and Local Jurisdiction [Member] | |
Operating loss carryforwards | 50,139 |
Income tax credits | $ 492 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Recurring [Member] | Level 1 [Member] | Marketable Securities Held In Trust [Member] | ||
Marketable securities held in Trust Account | $ 232,286,222 | $ 231,919,897 |
XL Hybrids, Inc [Member] | ||
Total liabilities | 8,096,000 | 2,852,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | ||
Total liabilities | 8,096,000 | 2,852,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Derivative [Member] | ||
Total liabilities | 5,914,000 | 1,349,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Contingent Consideration [Member] | ||
Total liabilities | 2,182,000 | 1,503,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | Derivative [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | Contingent Consideration [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | Derivative [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | Contingent Consideration [Member] | ||
Total liabilities | 0 | |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Total liabilities | 8,096,000 | 2,852,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | Derivative [Member] | ||
Total liabilities | 5,914,000 | 1,349,000 |
XL Hybrids, Inc [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | Contingent Consideration [Member] | ||
Total liabilities | $ 2,182,000 | $ 1,503,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Roll Forward of the Company's Level 3 Instrument (Detail) - XL Hybrids, Inc [Member] $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Reduce derivative liability for extinguishment of convertible notes payable | $ (1,349) |
Increase derivative liability for issuance of convertible notes payable | 2,382 |
Fair value adjustments- Derivatives | 3,532 |
Fair value adjustments- Contingent consideration | $ 679 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Operating Lease Payments (Detail) - XL Hybrids Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
2020 | $ 165,708 | $ 422 |
2021 | 412,894 | 377 |
2022 | 415,255 | 415 |
2023 | 425,595 | 426 |
2024 | 436,244 | 436 |
Thereafter | 74,535 | 75 |
Total | $ 1,930,231 | $ 2,151 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - XL Hybrids Inc [Member] $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019ft² | Jan. 31, 2015ft² | |
Settlement expense | $ | $ 600 | ||||
Operating Leases, Rent Expense | $ | $ 470,053 | $ 197,133 | |||
Facility In Quincy, Illinois [Member] | |||||
Area of land | ft² | 3,264 | ||||
Facility In California [Member] | |||||
Area of land | ft² | 23,540 | ||||
Lease expiration month and year | 2025-02 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | Mar. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Numerator: | ||||||||||||||||
Net (loss) income | $ (375) | $ (1,826,524) | $ (102,121) | $ 511,389 | $ 665,511 | $ (309) | $ 664,827 | $ (1,417,256) | $ 1,206,018 | |||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding, basic and diluted | 6,974,184 | [1] | 6,595,280 | [1] | 5,756,524 | [1] | 6,969,280 | [1] | 6,141,375 | |||||||
Basic and diluted net loss per share | $ (0.26) | [2] | $ (0.01) | [2] | $ (0.01) | [2] | $ (0.29) | [2] | $ (0.03) | $ 1.39 | $ (1.26) | |||||
XL Hybrids Inc [Member] | ||||||||||||||||
Numerator: | ||||||||||||||||
Net (loss) income | $ (20,027,000) | $ (11,186,000) | $ (14,901,000) | $ (12,903,000) | ||||||||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding, basic and diluted | 11,555,159 | 10,508,012 | 10,752,940 | 10,253,822 | ||||||||||||
Basic and diluted net loss per share | $ (1.73) | $ (1.06) | $ (1.39) | $ (1.26) | ||||||||||||
[1] | Excludes an aggregate of 21,582,057 and 21,797,092 shares subject to possible redemption at September 30, 2020 and 2019. | |||||||||||||||
[2] | Net loss per share – basic and diluted excludes interest income attributable to shares subject to possible redemption of $0 and $611,540 for the three and nine months ended September 30, 2020, respectively, and $708,312 for the three months ended September 30, 2019 and for the period from March 20, 2019 through September 30, 2019, respectively. (see Note 2). |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
XL Hybrids, Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Weighted-average fair value of stock options | $ 4.75 | $ 0.18 | $ 0.18 | $ 0.18 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,900,000 | 11,900,000 | |||
XL Hybrids Inc [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 119,592,988 | 135,191,907 | 115,680,113 | 111,221,549 | |
XL Hybrids Inc [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,900,812 | 8,263,186 | 13,293,586 | 10,085,022 | |
XL Hybrids Inc [Member] | Convertible Preferred Stocks [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 99,481,041 | 94,661,692 | 94,661,692 | 94,661,692 | |
XL Hybrids Inc [Member] | Convertible Debt [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,073,128 | 25,692,194 | |||
XL Hybrids Inc [Member] | Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,138,007 | 6,574,835 | 7,724,835 | 6,474,835 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - XL Hybrids Inc [Member] - 401(k) plan [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Age of employee | 21 years |
Employee eligible wage deferral rate | 3.00% |
Contribution Percent On First 3% Deferral Rate [Member] | |
Employee eligible wage deferral rate | 3.00% |
Matching contribution percent | 100.00% |
Additional Contribution Percent On Next 3 Percentage Deferral Rate [Member] | |
Employee eligible wage deferral rate | 2.00% |
Matching contribution percent | 50.00% |
Minimum [Member] | |
Annual contributions per employee percent | 1.00% |
Maximum [Member] | |
Annual contributions per employee percent | 90.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - XL Hybrids, Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | May 08, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Proceeds from the issuance of subordinated convertible promissory notes | $ 8,100 | $ 10,000 | $ 10,000 | ||
Number of securities called by warrants | 1,405,888 | ||||
Exercise price of warrants | $ 0.6046 | ||||
Subordinated Convertible Promissory Notes [Member] | |||||
Percentage of redemption premium due on debt instruments | 100.00% | ||||
Subsequent Event [Member] | |||||
Proceeds from the issuance of subordinated convertible promissory notes | $ 13,000 | ||||
Debt instrument, conversion price, percentage of principal amount converted | 80.00% | ||||
Number of securities called by warrants | 1,405,888 | ||||
Exercise price of warrants | $ 0.6046 | ||||
Subsequent Event [Member] | Subordinated Convertible Promissory Notes [Member] | |||||
Debt instrument face value | $ 8,100 | ||||
Subsequent Event [Member] | Payroll Protection Program Loan [Member] | |||||
Proceeds from long term loan | $ 1,100 |