Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover page | |
Entity Registrant Name | BTRS Holdings Inc. |
Entity Central Index Key | 0001774155 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
BALANCE SHEETS (FY)
BALANCE SHEETS (FY) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 27, 2019 |
Current assets | ||||||||
Cash | $ 1,437,999 | $ 1,606,261 | ||||||
Prepaid income taxes | 144,461 | 41,921 | ||||||
Prepaid expenses | 120,408 | 102,712 | ||||||
Total Current Assets | 1,702,868 | 1,750,894 | ||||||
Marketable securities held in Trust Account | 252,287,249 | 251,865,941 | ||||||
TOTAL ASSETS | 253,990,117 | 253,616,835 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities - Accrued expenses | 576,351 | 366,561 | ||||||
Deferred underwriting fee payable | 7,970,375 | 7,970,375 | ||||||
Total Liabilities | 8,546,726 | 8,336,936 | ||||||
Commitments (see Note 6) | ||||||||
Common stock subject to possible redemption, 23,861,949 shares at redemption value | 240,443,384 | 240,279,893 | ||||||
Stockholders' Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | 0 | 0 | ||||||
Additional paid-in capital | 3,432,285 | 3,595,780 | ||||||
Retained earnings | 1,566,979 | 1,403,487 | ||||||
Total Stockholders' Equity | 5,000,007 | $ 5,000,008 | $ 5,000,009 | 5,000,006 | $ 5,000,001 | $ 5,000,006 | $ (1,000) | $ 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 253,990,117 | 253,616,835 | ||||||
Class A Common Stock [Member] | ||||||||
Stockholders' Equity | ||||||||
Common stock | 118 | 114 | ||||||
Class B Common Stock [Member] | ||||||||
Stockholders' Equity | ||||||||
Common stock | $ 625 | $ 625 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) (FY) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock, redemption (in shares) | 23,820,521 | 23,861,949 | |
Stockholders' Equity | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Common Stock [Member] | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock, redemption (in shares) | 23,820,521 | 23,861,949 | 23,890,787 |
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, shares issued (in shares) | 1,179,479 | 1,138,051 | |
Common stock, shares outstanding (in shares) | 1,179,479 | 1,138,051 | |
Class B Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, shares issued (in shares) | 6,250,000 | 6,250,000 | |
Common stock, shares outstanding (in shares) | 6,250,000 | 6,250,000 |
STATEMENTS OF OPERATIONS (FY)
STATEMENTS OF OPERATIONS (FY) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||
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 | ||||||
STATEMENTS OF OPERATIONS [Abstract] | ||||||||||||||
Operating and formation costs | $ 207,011 | $ 222,295 | $ 289,103 | $ 696,703 | $ 561,491 | |||||||||
Loss from operations | (207,011) | (222,295) | (289,103) | (696,703) | (561,491) | |||||||||
Other income: | ||||||||||||||
Interest income on marketable securities held in Trust Account | 20,326 | 1,245,883 | 1,332,389 | 903,655 | 2,338,057 | |||||||||
(Loss) income before income taxes | (186,685) | 1,023,588 | 1,043,286 | 206,952 | 1,776,566 | |||||||||
Benefit (provision) for income taxes | 39,204 | (214,953) | (219,090) | (43,460) | (373,079) | |||||||||
Net income | $ (1,000) | $ (147,481) | $ (116,641) | $ 427,614 | $ 808,635 | $ 16,561 | $ 824,196 | $ 163,492 | $ 1,403,487 | |||||
Weighted average shares outstanding, basic and diluted (in shares) | 7,422,844 | [1] | 7,363,896 | [1] | 6,657,747 | [1] | 7,403,146 | [1] | 6,908,855 | [2] | ||||
Basic and diluted net loss per common share (in dollars per share) | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.07) | [3] | $ (0.05) | [4] | ||||
[1] | Excludes an aggregate of 23,820,521 and 23,890,787 shares subject to possible redemption at September 30, 2020 and 2019, respectively. | |||||||||||||
[2] | Excludes an aggregate of 23,861,949 shares subject to possible redemption at | |||||||||||||
[3] | Net loss per common share - basic and diluted excludes interest income of $9,080 and $676,674 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020, respectively, and $937,377 and $968,309 attributable to common stock subject to possible redemption for the three months ended September 30, 2019 and for the period from February 28, 2019 (inception) through September 30, 2019, respectively. | |||||||||||||
[4] | Net loss per common share - basic and diluted excludes interest income of $1,714,959 attributable to common stock subject to possible redemption for the period from February 28, 2019 (inception) through December 31, 2019. |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) (FY) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,820,521 | 23,861,949 | ||
Interest income attributable to common stock subject to possible redemption | $ 20,326 | $ 1,245,883 | $ 1,332,389 | $ 903,655 | $ 2,338,057 |
Class A Common Stock [Member] | |||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,890,787 | 23,890,787 | 23,820,521 | 23,861,949 |
Interest income attributable to common stock subject to possible redemption | $ 9,080 | $ 937,377 | $ 968,309 | $ 676,674 | $ 1,714,959 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (FY) - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit)/Retained Earnings [Member] | Total |
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 0 | 0 | (1,000) | (1,000) | |
Ending balance at Mar. 31, 2019 | $ 0 | $ 0 | 0 | (1,000) | (1,000) |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 0 | |||
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 824,196 | ||||
Ending balance at Sep. 30, 2019 | $ 111 | $ 625 | 4,175,069 | 824,196 | 5,000,001 |
Ending balance (in shares) at Sep. 30, 2019 | 1,109,213 | 6,250,000 | |||
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Founder Shares | $ 0 | $ 647 | 24,353 | 0 | 25,000 |
Issuance of Founder Shares (in shares) | 0 | 6,468,750 | |||
Forfeiture of Founder Shares | $ (22) | 22 | 0 | 0 | |
Forfeiture of Founder Shares (in shares) | (218,750) | ||||
Sale of 25,000,000 Units, net of underwriting discount and offering expenses | $ 2,500 | $ 0 | 236,894,412 | 0 | 236,896,912 |
Sale of 25,000,000 Units, net of underwriting discount and offering expenses (in shares) | 25,000,000 | 0 | |||
Sale of 6,954,500 Private Placement Warrants | $ 0 | 6,954,500 | 0 | 6,954,500 | |
Common stock subject to possible redemption | $ (2,386) | $ 0 | (240,277,507) | 0 | (240,279,893) |
Common stock subject to possible redemption (in shares) | (23,861,949) | 0 | |||
Net income | $ 0 | $ 0 | 0 | 1,403,487 | 1,403,487 |
Ending balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Ending balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Beginning balance at Mar. 31, 2019 | $ 0 | $ 0 | 0 | (1,000) | (1,000) |
Beginning balance (in shares) at Mar. 31, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Founder Shares | $ 0 | $ 647 | 24,353 | 0 | 25,000 |
Issuance of Founder Shares (in shares) | 0 | 6,468,750 | |||
Sale of 25,000,000 Units, net of underwriting discount and offering expenses | $ 25,000 | $ 0 | 236,894,412 | 0 | 236,896,912 |
Sale of 25,000,000 Units, net of underwriting discount and offering expenses (in shares) | 25,000,000 | 0 | |||
Sale of 6,954,500 Private Placement Warrants | $ 0 | 6,954,500 | 0 | 6,954,500 | |
Net income | $ 0 | 0 | 16,561 | 16,561 | |
Ending balance at Jun. 30, 2019 | $ 111 | $ 647 | 4,983,687 | 15,561 | 5,000,006 |
Ending balance (in shares) at Jun. 30, 2019 | 1,113,896 | 6,468,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 0 | $ 0 | 0 | 808,635 | 808,635 |
Ending balance at Sep. 30, 2019 | $ 111 | $ 625 | 4,175,069 | 824,196 | 5,000,001 |
Ending balance (in shares) at Sep. 30, 2019 | 1,109,213 | 6,250,000 | |||
Beginning balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Beginning balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 0 | $ 0 | 0 | 427,614 | 427,614 |
Ending balance at Mar. 31, 2020 | $ 115 | $ 625 | 3,168,168 | 1,831,101 | 5,000,009 |
Ending balance (in shares) at Mar. 31, 2020 | 1,148,328 | 6,250,000 | |||
Beginning balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Beginning balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 163,492 | ||||
Ending balance at Sep. 30, 2020 | $ 118 | $ 625 | 3,432,285 | 1,566,979 | 5,000,007 |
Ending balance (in shares) at Sep. 30, 2020 | 1,179,479 | 6,250,000 | |||
Beginning balance at Mar. 31, 2020 | $ 115 | $ 625 | 3,168,168 | 1,831,101 | 5,000,009 |
Beginning balance (in shares) at Mar. 31, 2020 | 1,148,328 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 0 | $ 0 | 0 | (116,641) | (116,641) |
Ending balance at Jun. 30, 2020 | $ 117 | $ 625 | 3,284,806 | 1,714,460 | 5,000,008 |
Ending balance (in shares) at Jun. 30, 2020 | 1,172,844 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 0 | $ 0 | 0 | (147,481) | (147,481) |
Ending balance at Sep. 30, 2020 | $ 118 | $ 625 | $ 3,432,285 | $ 1,566,979 | $ 5,000,007 |
Ending balance (in shares) at Sep. 30, 2020 | 1,179,479 | 6,250,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (FY) | Jun. 24, 2019shares |
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 25,000,000 |
Private Placement Warrants [Member] | |
Stockholders' Equity | |
Warrants issued (in shares) | 6,954,500 |
STATEMENTS OF CASH FLOWS (FY)
STATEMENTS OF CASH FLOWS (FY) | 10 Months Ended |
Dec. 31, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,403,487 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,338,057) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (102,712) |
Prepaid income taxes | (41,921) |
Accrued expenses | 366,561 |
Net cash used in operating activities | (712,642) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (250,000,000) |
Cash withdrawn from Trust Account to pay taxes and regulatory compliance costs | 472,116 |
Net cash provided by (used in) investing activities | (249,527,884) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 245,445,500 |
Proceeds from sale of Private Placement Warrants | 6,954,500 |
Proceeds from promissory notes - related party | 175,000 |
Repayment of promissory notes - related party | (175,000) |
Payment of offering costs | (578,213) |
Net cash provided by financing activities | 251,846,787 |
Net Change in Cash | 1,606,261 |
Cash - Beginning | 0 |
Cash - Ending | 1,606,261 |
Supplemental cash flow information: | |
Cash paid for income taxes | 415,000 |
Non-cash investing and financing activities: | |
Initial classification of common stock subject to possible redemption | 238,875,410 |
Change in value of common stock subject to possible redemption | 1,404,483 |
Deferred underwriting fee payable | $ 7,970,375 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) (Q3) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 27, 2019 |
Current assets | ||||||||
Cash | $ 1,437,999 | $ 1,606,261 | ||||||
Prepaid income taxes | 144,461 | 41,921 | ||||||
Prepaid expenses | 120,408 | 102,712 | ||||||
Total Current Assets | 1,702,868 | 1,750,894 | ||||||
Marketable securities held in Trust Account | 252,287,249 | 251,865,941 | ||||||
TOTAL ASSETS | 253,990,117 | 253,616,835 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liability - Accrued expenses | 576,351 | 366,561 | ||||||
Deferred underwriting fee payable | 7,970,375 | 7,970,375 | ||||||
Total Liabilities | 8,546,726 | 8,336,936 | ||||||
Commitments (see Note 6) | ||||||||
Common stock subject to possible redemption, 23,820,521 and 23,861,949 shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 240,443,384 | 240,279,893 | ||||||
Stockholders' Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | 0 | 0 | ||||||
Additional paid-in capital | 3,432,285 | 3,595,780 | ||||||
Retained earnings | 1,566,979 | 1,403,487 | ||||||
Total Stockholders' Equity | 5,000,007 | $ 5,000,008 | $ 5,000,009 | 5,000,006 | $ 5,000,001 | $ 5,000,006 | $ (1,000) | $ 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 253,990,117 | 253,616,835 | ||||||
Class A Common Stock [Member] | ||||||||
Stockholders' Equity | ||||||||
Common stock | 118 | 114 | ||||||
Class B Common Stock [Member] | ||||||||
Stockholders' Equity | ||||||||
Common stock | $ 625 | $ 625 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (Q3) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock, redemption (in shares) | 23,820,521 | 23,861,949 | |
Stockholders' Equity | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Common Stock [Member] | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock, redemption (in shares) | 23,820,521 | 23,861,949 | 23,890,787 |
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, shares issued (in shares) | 1,179,479 | 1,138,051 | |
Common stock, shares outstanding (in shares) | 1,179,479 | 1,138,051 | |
Class B Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, shares issued (in shares) | 6,250,000 | 6,250,000 | |
Common stock, shares outstanding (in shares) | 6,250,000 | 6,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Q3) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||
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 | ||||||
STATEMENTS OF OPERATIONS [Abstract] | ||||||||||||||
Operating and formation costs | $ 207,011 | $ 222,295 | $ 289,103 | $ 696,703 | $ 561,491 | |||||||||
Loss from operations | (207,011) | (222,295) | (289,103) | (696,703) | (561,491) | |||||||||
Other income: | ||||||||||||||
Interest income on marketable securities held in Trust Account | 20,326 | 1,245,883 | 1,332,389 | 903,655 | 2,338,057 | |||||||||
(Loss) income before income taxes | (186,685) | 1,023,588 | 1,043,286 | 206,952 | 1,776,566 | |||||||||
Benefit (provision) for income taxes | 39,204 | (214,953) | (219,090) | (43,460) | (373,079) | |||||||||
Net income | $ (1,000) | $ (147,481) | $ (116,641) | $ 427,614 | $ 808,635 | $ 16,561 | $ 824,196 | $ 163,492 | $ 1,403,487 | |||||
Weighted average shares outstanding, basic and diluted (in shares) | 7,422,844 | [1] | 7,363,896 | [1] | 6,657,747 | [1] | 7,403,146 | [1] | 6,908,855 | [2] | ||||
Basic and diluted net loss per common share (in dollars per share) | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.07) | [3] | $ (0.05) | [4] | ||||
[1] | Excludes an aggregate of 23,820,521 and 23,890,787 shares subject to possible redemption at September 30, 2020 and 2019, respectively. | |||||||||||||
[2] | Excludes an aggregate of 23,861,949 shares subject to possible redemption at | |||||||||||||
[3] | Net loss per common share - basic and diluted excludes interest income of $9,080 and $676,674 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020, respectively, and $937,377 and $968,309 attributable to common stock subject to possible redemption for the three months ended September 30, 2019 and for the period from February 28, 2019 (inception) through September 30, 2019, respectively. | |||||||||||||
[4] | Net loss per common share - basic and diluted excludes interest income of $1,714,959 attributable to common stock subject to possible redemption for the period from February 28, 2019 (inception) through December 31, 2019. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) (Q3) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,820,521 | 23,861,949 | ||
Interest income attributable to common stock subject to possible redemption | $ 20,326 | $ 1,245,883 | $ 1,332,389 | $ 903,655 | $ 2,338,057 |
Class A Common Stock [Member] | |||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,890,787 | 23,890,787 | 23,820,521 | 23,861,949 |
Interest income attributable to common stock subject to possible redemption | $ 9,080 | $ 937,377 | $ 968,309 | $ 676,674 | $ 1,714,959 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Q3) - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit)/Retained Earnings [Member] | Total |
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | 0 | (1,000) | (1,000) | |
Ending balance at Mar. 31, 2019 | $ 0 | $ 0 | 0 | (1,000) | (1,000) |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 0 | |||
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 824,196 | ||||
Ending balance at Sep. 30, 2019 | $ 111 | $ 625 | 4,175,069 | 824,196 | 5,000,001 |
Ending balance (in shares) at Sep. 30, 2019 | 1,109,213 | 6,250,000 | |||
Beginning balance at Feb. 27, 2019 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Feb. 27, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 647 | 24,353 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 6,468,750 | |||
Sale of 25,000,000 Units, net of underwriting discount and offering expenses | $ 2,500 | $ 0 | 236,894,412 | 0 | 236,896,912 |
Sale of 25,000,000 Units, net of underwriting discount and offering expenses (in shares) | 25,000,000 | 0 | |||
Sale of 6,954,500 Private Placement Warrants | $ 0 | 6,954,500 | 0 | 6,954,500 | |
Net income (loss) | 0 | $ 0 | 0 | 1,403,487 | 1,403,487 |
Ending balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Ending balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Beginning balance at Mar. 31, 2019 | $ 0 | $ 0 | 0 | (1,000) | (1,000) |
Beginning balance (in shares) at Mar. 31, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 647 | 24,353 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 6,468,750 | |||
Sale of 25,000,000 Units, net of underwriting discount and offering expenses | $ 25,000 | $ 0 | 236,894,412 | 0 | 236,896,912 |
Sale of 25,000,000 Units, net of underwriting discount and offering expenses (in shares) | 25,000,000 | 0 | |||
Sale of 6,954,500 Private Placement Warrants | $ 0 | 6,954,500 | 0 | 6,954,500 | |
Common stock subject to possible redemption | $ (2,389) | $ 0 | (238,889,578) | 0 | (238,891,967) |
Common stock subject to possible redemption (in shares) | (23,886,104) | 0 | |||
Net income (loss) | $ 0 | 0 | 16,561 | 16,561 | |
Ending balance at Jun. 30, 2019 | $ 111 | $ 647 | 4,983,687 | 15,561 | 5,000,006 |
Ending balance (in shares) at Jun. 30, 2019 | 1,113,896 | 6,468,750 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeiture of founder shares | $ 0 | $ (22) | 22 | 0 | 0 |
Forfeiture of founder shares (in shares) | 0 | (218,750) | |||
Change in value of common stock subject to possible redemption | $ 0 | (808,640) | 0 | (808,640) | |
Change in value of common stock subject to possible redemption (in shares) | (4,683) | ||||
Net income (loss) | $ 0 | $ 0 | 0 | 808,635 | 808,635 |
Ending balance at Sep. 30, 2019 | $ 111 | $ 625 | 4,175,069 | 824,196 | 5,000,001 |
Ending balance (in shares) at Sep. 30, 2019 | 1,109,213 | 6,250,000 | |||
Beginning balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Beginning balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in value of common stock subject to possible redemption | $ 1 | (427,612) | 0 | (427,611) | |
Change in value of common stock subject to possible redemption (in shares) | 10,277 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | 427,614 | 427,614 |
Ending balance at Mar. 31, 2020 | $ 115 | $ 625 | 3,168,168 | 1,831,101 | 5,000,009 |
Ending balance (in shares) at Mar. 31, 2020 | 1,148,328 | 6,250,000 | |||
Beginning balance at Dec. 31, 2019 | $ 114 | $ 625 | 3,595,780 | 1,403,487 | 5,000,006 |
Beginning balance (in shares) at Dec. 31, 2019 | 1,138,051 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 163,492 | ||||
Ending balance at Sep. 30, 2020 | $ 118 | $ 625 | 3,432,285 | 1,566,979 | 5,000,007 |
Ending balance (in shares) at Sep. 30, 2020 | 1,179,479 | 6,250,000 | |||
Beginning balance at Mar. 31, 2020 | $ 115 | $ 625 | 3,168,168 | 1,831,101 | 5,000,009 |
Beginning balance (in shares) at Mar. 31, 2020 | 1,148,328 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in value of common stock subject to possible redemption | $ 2 | 116,638 | 0 | 116,640 | |
Change in value of common stock subject to possible redemption (in shares) | 24,516 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | (116,641) | (116,641) |
Ending balance at Jun. 30, 2020 | $ 117 | $ 625 | 3,284,806 | 1,714,460 | 5,000,008 |
Ending balance (in shares) at Jun. 30, 2020 | 1,172,844 | 6,250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in value of common stock subject to possible redemption | $ 1 | 147,479 | 0 | 147,480 | |
Change in value of common stock subject to possible redemption (in shares) | 6,635 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | (147,481) | (147,481) |
Ending balance at Sep. 30, 2020 | $ 118 | $ 625 | $ 3,432,285 | $ 1,566,979 | $ 5,000,007 |
Ending balance (in shares) at Sep. 30, 2020 | 1,179,479 | 6,250,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) (Q3) | Jun. 24, 2019shares |
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 25,000,000 |
Private Placement Warrant [Member] | |
Stockholders' Equity | |
Warrants issued (in shares) | 6,954,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Q3) - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 824,196 | $ 163,492 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,332,389) | (903,655) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (94,288) | (17,696) |
Prepaid income taxes | (135,910) | (102,540) |
Accrued expenses | 185,508 | 209,790 |
Net cash used in operating activities | (552,883) | (650,609) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay taxes and regulatory compliance costs | 402,846 | 482,347 |
Investment of cash in Trust Account | (250,000,000) | 0 |
Net cash provided by (used in) investing activities | (249,597,154) | 482,347 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 0 |
Proceeds from sale of Units, net of underwriting discounts paid | 245,445,500 | 0 |
Proceeds from sale of Private Placement Warrants | 6,954,500 | 0 |
Proceeds from promissory notes - related party | 175,000 | 0 |
Repayment of promissory notes - related party | (175,000) | 0 |
Payment of offering costs | (578,213) | 0 |
Net cash provided by financing activities | 251,846,787 | 0 |
Net Change in Cash | 1,696,750 | (168,262) |
Cash - Beginning | 0 | 1,606,261 |
Cash - Ending | 1,696,750 | 1,437,999 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 355,000 | 146,000 |
Non-cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 238,875,410 | 0 |
Change in value of common stock subject to possible redemption | 825,197 | 163,491 |
Deferred underwriting fee payable | 7,970,375 | 0 |
Offering costs included in accrued offering costs | $ 0 | $ 0 |
Description of Organization and
Description of Organization and Business Operations (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations South Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on February 28, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. 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 September 30, 2020, the Company had not yet commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”) (see Note 9). The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2019. On June 24, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,954,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our sponsor, South Mountain LLC (the “Sponsor”), generating gross proceeds of $6,954,500, which is described in Note 4. Transaction costs amounted to $13,103,088, consisting of $4,554,500 of underwriting fees, $7,970,375 of deferred underwriting fees and $578,213 of other offering costs. In addition, as of September 30, 2020, cash of $1,437,999 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 24, 2019, an amount of $250,000,000 ($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”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). 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’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned) at the time of the signing an agreement to enter into a 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 complete a Business Combination successfully. 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 on deposit in the Trust Account ($10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn to fund permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “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 Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify 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 (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until June 24, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its 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 the Initial Public Offering price per Unit ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were available to be issued, there was considerable uncertainty around the expected duration of this pandemic. We have concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1—Description of Organization and Business Operations South Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on February 28, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. 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 yet commenced any operations. All activity for the period from February 28, 2019 (inception) through December 31, 2019 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2019. On June 24, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,954,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our sponsor, South Mountain LLC (the “Sponsor”), generating gross proceeds of $6,954,500, which is described in Note 4. Transaction costs amounted to $13,103,088, consisting of $4,554,500 of underwriting fees, $7,970,375 of deferred underwriting fees and $578,213 of other offering costs. In addition, as of December 31, 2019, cash of $1,606,261 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 24, 2019, an amount of $250,000,000 ($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”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). 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’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding the deferred underwriting fees and taxes payable on interest earned) at the time of the signing an agreement to enter into a 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. 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 on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn to fund permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “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 Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify 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 (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until June 24, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its 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 the Initial Public Offering price per Unit ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 primarily invest 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 withdrew $954,463 of interest earned on the Trust Account, of which $482,347 was withdrawn during the nine months ended September 30, 2020. 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss Per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Note 2—Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with GAAP requires 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. |
Initial Public Offering (FY)
Initial Public Offering (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement (FY)
Private Placement (FY) | 9 Months Ended | 12 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 6,954,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,954,500. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,954,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,954,500. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. |
Related Party Transactions (FY)
Related Party Transactions (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5—Related Party Transactions Founder Shares In April 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. On June 19, 2019, the Company effected a 1.125-for-1 stock split of its Class B common stock. As a result, the Sponsor held 6,468,750 Founder Shares, of which up to 218,750 shares were subject to forfeiture following the underwriter’s election to partially exercise its over-allotment option, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019 and, as a result, 218,750 Founder Shares were forfeited, resulting in 6,250,000 Founder Shares outstanding as of August 5, 2019. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) 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. Notwithstanding the foregoing, 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, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On April 19, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $175,000 were repaid upon the consummation of the Initial Public Offering on June 24, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 19, 2019, the Company will pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2020, the Company incurred $75,000 and $225,000, respectively, in fees for these services. There is $375,000 and $150,000 included in accrued expenses in the accompanying condensed balance sheets as of September 30, 2020 and December 31, 2019, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but none of them are obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. | Note 5—Related Party Transactions Founder Shares In April 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. On June 19, 2019, the Company effected a 1.125-for-1 stock split of its Class B common stock. As a result, the Sponsor held 6,468,750 Founder Shares, of which up to 218,750 shares were subject to forfeiture following the underwriter’s election to partially exercise its over-allotment option, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019 and, as a result, 218,750 Founder Shares were forfeited, resulting in 6,250,000 Founder Shares outstanding as of August 5, 2019. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) 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. Notwithstanding the foregoing, 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, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On April 19, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $175,000 were repaid upon the consummation of the Initial Public Offering on June 24, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 19, 2019, the Company will pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from February 28, 2019 (inception) through December 31, 2019, the Company incurred $150,000 in fees for these services, of which such fees are included in accrued expenses in the accompanying balance sheet as of December 31, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but none of them are obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. |
Commitments (FY)
Commitments (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments [Abstract] | ||
Commitments | Note 6—Commitments Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). These holders of these securities will be entitled to make up to three demands, excluding short form registration 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party A fund managed by an affiliate of the Sponsor purchased 2,227,500 Units in the Initial Public Offering at the Initial Public Offering price. The underwriter did not receive any underwriting discount or commissions on the Units purchased by such fund. Underwriting Agreement The underwriter was paid a cash underwriting discount of 2.0% of the gross proceeds from the Units sold in the Initial Public Offering, after deducting the proceeds received from the fund managed by an affiliate of the Sponsor, or $4,554,500 in the aggregate. In addition, the underwriter is entitled to a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $7,970,375. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by a fund managed by an affiliate of the Sponsor. | Note 6—Commitments Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). These holders of these securities will be entitled to make up to three demands, excluding short form registration 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party A fund managed by an affiliate of the Sponsor purchased 2,227,500 Units in the Initial Public Offering at the Initial Public Offering price. The underwriter did not receive any underwriting discount or commissions on the Units purchased by such fund. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. As of June 24, 2019, the underwriter partially exercised its over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit, leaving 875,000 Units available for purchase at $10.00 per Unit. The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019. The underwriter was paid a cash underwriting discount of 2.0% of the gross proceeds from the Units sold in the Initial Public Offering, after deducting the proceeds received from the fund managed by an affiliate of the Sponsor, or $4,554,500 in the aggregate. In addition, the underwriter is entitled to a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $7,970,375. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by a fund managed by an affiliate of our sponsor. |
Stockholder's Equity (FY)
Stockholder's Equity (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity [Abstract] | ||
Stockholder's Equity | Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, 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. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. | Note 7—Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, 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. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Income Tax (FY)
Income Tax (FY) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax [Abstract] | |
Income Tax | Note 8— Income Tax The Company does not have any deferred tax assets or liabilities at December 31, 2019. The income tax provision for the December 31, 2019 consists of the following: Federal Current $ 373,079 Deferred — State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 373,079 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. |
Fair Value Measurements (FY)
Fair Value Measurements (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 8—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 252,287,249 $ 251,865,941 | Note 9—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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, 2019 Assets: Marketable securities held in Trust Account 1 $ 251,865,941 |
Subsequent Events (FY)
Subsequent Events (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. Business Combination Agreement On October 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, BT Merger Sub I, Inc., a wholly owned subsidiary of SMMC (“First Merger Sub”), BT Merger Sub II, LLC (“Second Merger Sub”) and Billtrust. Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Billtrust will be effected through (a) the merger of First Merger Sub with and into Billtrust (the “First Merger”), with Billtrust surviving the merger as a wholly owned subsidiary of the Company (Billtrust, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”) and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, a merger of the Surviving Corporation with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”). Immediately prior to the effective time of the First Merger (the “Effective Time”), Billtrust will cause each share of preferred stock of Billtrust, par value $0.001 per share (each, a share of “Company Preferred Stock”), that is issued and outstanding immediately prior to the Effective Time to be automatically converted into (i) a number of common shares of Billtrust, par value of $0.001 per share (“Company Common Stock”), at the then-effective conversion rate as calculated pursuant to the Company Charter (as defined in the Business Combination Agreement) and (ii) a number of shares of Company Common Stock issuable with respect to any accrued dividends in accordance with the Company Charter ((i) and (ii) collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock will no longer be outstanding and will cease to exist, and each holder of Company Preferred Stock will thereafter cease to have any rights with respect to such shares of Company Preferred Stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement, including obtaining approval of the stockholders of both the Company and Billtrust. | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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. |
Description of Organization a_2
Description of Organization and Business Operations (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations South Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on February 28, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. 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 September 30, 2020, the Company had not yet commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”) (see Note 9). The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2019. On June 24, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,954,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our sponsor, South Mountain LLC (the “Sponsor”), generating gross proceeds of $6,954,500, which is described in Note 4. Transaction costs amounted to $13,103,088, consisting of $4,554,500 of underwriting fees, $7,970,375 of deferred underwriting fees and $578,213 of other offering costs. In addition, as of September 30, 2020, cash of $1,437,999 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 24, 2019, an amount of $250,000,000 ($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”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). 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’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned) at the time of the signing an agreement to enter into a 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 complete a Business Combination successfully. 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 on deposit in the Trust Account ($10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn to fund permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “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 Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify 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 (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until June 24, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its 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 the Initial Public Offering price per Unit ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statements were available to be issued, there was considerable uncertainty around the expected duration of this pandemic. We have concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1—Description of Organization and Business Operations South Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on February 28, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology segment of the broader financial services industry. 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 yet commenced any operations. All activity for the period from February 28, 2019 (inception) through December 31, 2019 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2019. On June 24, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,954,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our sponsor, South Mountain LLC (the “Sponsor”), generating gross proceeds of $6,954,500, which is described in Note 4. Transaction costs amounted to $13,103,088, consisting of $4,554,500 of underwriting fees, $7,970,375 of deferred underwriting fees and $578,213 of other offering costs. In addition, as of December 31, 2019, cash of $1,606,261 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on June 24, 2019, an amount of $250,000,000 ($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”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). 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’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding the deferred underwriting fees and taxes payable on interest earned) at the time of the signing an agreement to enter into a 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. 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 on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn to fund permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). 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 outstanding 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “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 Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify 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 (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until June 24, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its 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 the Initial Public Offering price per Unit ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 primarily invest 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 withdrew $954,463 of interest earned on the Trust Account, of which $482,347 was withdrawn during the nine months ended September 30, 2020. 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss Per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Note 2—Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with GAAP requires 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. |
Initial Public Offering (Q3)
Initial Public Offering (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit, which includes a partial exercise by the underwriter of its option to purchase an additional 2,500,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement (Q3)
Private Placement (Q3) | 9 Months Ended | 12 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 6,954,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,954,500. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,954,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,954,500. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. |
Related Party Transactions (Q3)
Related Party Transactions (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5—Related Party Transactions Founder Shares In April 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. On June 19, 2019, the Company effected a 1.125-for-1 stock split of its Class B common stock. As a result, the Sponsor held 6,468,750 Founder Shares, of which up to 218,750 shares were subject to forfeiture following the underwriter’s election to partially exercise its over-allotment option, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019 and, as a result, 218,750 Founder Shares were forfeited, resulting in 6,250,000 Founder Shares outstanding as of August 5, 2019. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) 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. Notwithstanding the foregoing, 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, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On April 19, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $175,000 were repaid upon the consummation of the Initial Public Offering on June 24, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 19, 2019, the Company will pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2020, the Company incurred $75,000 and $225,000, respectively, in fees for these services. There is $375,000 and $150,000 included in accrued expenses in the accompanying condensed balance sheets as of September 30, 2020 and December 31, 2019, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but none of them are obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. | Note 5—Related Party Transactions Founder Shares In April 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. On June 19, 2019, the Company effected a 1.125-for-1 stock split of its Class B common stock. As a result, the Sponsor held 6,468,750 Founder Shares, of which up to 218,750 shares were subject to forfeiture following the underwriter’s election to partially exercise its over-allotment option, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019 and, as a result, 218,750 Founder Shares were forfeited, resulting in 6,250,000 Founder Shares outstanding as of August 5, 2019. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) 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. Notwithstanding the foregoing, 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, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On April 19, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $175,000 were repaid upon the consummation of the Initial Public Offering on June 24, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 19, 2019, the Company will pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from February 28, 2019 (inception) through December 31, 2019, the Company incurred $150,000 in fees for these services, of which such fees are included in accrued expenses in the accompanying balance sheet as of December 31, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but none of them are obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the 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. |
Commitments (Q3)
Commitments (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments [Abstract] | ||
Commitments | Note 6—Commitments Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). These holders of these securities will be entitled to make up to three demands, excluding short form registration 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party A fund managed by an affiliate of the Sponsor purchased 2,227,500 Units in the Initial Public Offering at the Initial Public Offering price. The underwriter did not receive any underwriting discount or commissions on the Units purchased by such fund. Underwriting Agreement The underwriter was paid a cash underwriting discount of 2.0% of the gross proceeds from the Units sold in the Initial Public Offering, after deducting the proceeds received from the fund managed by an affiliate of the Sponsor, or $4,554,500 in the aggregate. In addition, the underwriter is entitled to a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $7,970,375. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by a fund managed by an affiliate of the Sponsor. | Note 6—Commitments Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). These holders of these securities will be entitled to make up to three demands, excluding short form registration 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party A fund managed by an affiliate of the Sponsor purchased 2,227,500 Units in the Initial Public Offering at the Initial Public Offering price. The underwriter did not receive any underwriting discount or commissions on the Units purchased by such fund. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. As of June 24, 2019, the underwriter partially exercised its over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit, leaving 875,000 Units available for purchase at $10.00 per Unit. The underwriters’ election to exercise their remaining over-allotment option expired unexercised on August 5, 2019. The underwriter was paid a cash underwriting discount of 2.0% of the gross proceeds from the Units sold in the Initial Public Offering, after deducting the proceeds received from the fund managed by an affiliate of the Sponsor, or $4,554,500 in the aggregate. In addition, the underwriter is entitled to a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $7,970,375. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by a fund managed by an affiliate of our sponsor. |
Stockholders' Equity (Q3)
Stockholders' Equity (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity [Abstract] | ||
Stockholder's Equity | Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, 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. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. | Note 7—Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, 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. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Fair Value Measurements (Q3)
Fair Value Measurements (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 8—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 252,287,249 $ 251,865,941 | Note 9—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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, 2019 Assets: Marketable securities held in Trust Account 1 $ 251,865,941 |
Subsequent Events (Q3)
Subsequent Events (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. Business Combination Agreement On October 18, 2020, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, BT Merger Sub I, Inc., a wholly owned subsidiary of SMMC (“First Merger Sub”), BT Merger Sub II, LLC (“Second Merger Sub”) and Billtrust. Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Billtrust will be effected through (a) the merger of First Merger Sub with and into Billtrust (the “First Merger”), with Billtrust surviving the merger as a wholly owned subsidiary of the Company (Billtrust, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”) and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, a merger of the Surviving Corporation with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”). Immediately prior to the effective time of the First Merger (the “Effective Time”), Billtrust will cause each share of preferred stock of Billtrust, par value $0.001 per share (each, a share of “Company Preferred Stock”), that is issued and outstanding immediately prior to the Effective Time to be automatically converted into (i) a number of common shares of Billtrust, par value of $0.001 per share (“Company Common Stock”), at the then-effective conversion rate as calculated pursuant to the Company Charter (as defined in the Business Combination Agreement) and (ii) a number of shares of Company Common Stock issuable with respect to any accrued dividends in accordance with the Company Charter ((i) and (ii) collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock will no longer be outstanding and will cease to exist, and each holder of Company Preferred Stock will thereafter cease to have any rights with respect to such shares of Company Preferred Stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement, including obtaining approval of the stockholders of both the Company and Billtrust. | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (FY) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 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 primarily invest 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 withdrew $954,463 of interest earned on the Trust Account, of which $482,347 was withdrawn during the nine months ended September 30, 2020. | 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. | 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss Per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | 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. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Q3) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 20, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 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 primarily invest 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 withdrew $954,463 of interest earned on the Trust Account, of which $482,347 was withdrawn during the nine months ended September 30, 2020. | 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. | 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 is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | 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 statement 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Reconciliation of Net Loss Per Common Share The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) | Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,454,500 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | 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. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basic and Diluted Loss Per Common Share | The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) | 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) |
Income Tax (FY) (Tables)
Income Tax (FY) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax [Abstract] | |
Income Tax Provision During Period | The income tax provision for the December 31, 2019 consists of the following: Federal Current $ 373,079 Deferred — State Current $ — Deferred — Change in valuation allowance — Income tax provision $ 373,079 |
Reconciliation of Federal Income Tax Rate | 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 % |
Fair Value Measurements (FY) (T
Fair Value Measurements (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | ||
Assets Measured on 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, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 252,287,249 $ 251,865,941 | 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, 2019 Assets: Marketable securities held in Trust Account 1 $ 251,865,941 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basic and Diluted Loss Per Common Share | The Company’s net (loss) income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the 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 February 28, 2019 (inception) Through September 30, 2020 2019 2020 2019 Net (loss) income $ (147,481 ) $ 808,635 $ 163,492 $ 824,196 Less: Income attributable to common stock subject to possible redemption (9,080 ) (937,377 ) (676,674 ) (968,309 ) Adjusted net loss $ (156,561 ) $ (128,742 ) $ (513,182 ) $ (144,113 ) Weighted average shares outstanding, basic and diluted 7,422,844 7,363,896 7,403,146 6,657,747 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.02 ) | 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 Period from February 28, 2019 (inception) through December 31, 2019 Net income $ 1,403,487 Less: Income attributable to common stock subject to possible redemption (1,714,959 ) Adjusted net loss $ (311,472 ) Weighted average shares outstanding, basic and diluted 6,908,855 Basic and diluted net loss per share $ (0.05 ) |
Fair Value Measurements (Q3) (T
Fair Value Measurements (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | ||
Assets Measured on 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, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 252,287,249 $ 251,865,941 | 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, 2019 Assets: Marketable securities held in Trust Account 1 $ 251,865,941 |
Description of Organization a_3
Description of Organization and Business Operations (FY) (Details) - USD ($) | Jun. 24, 2019 | Dec. 31, 2019 |
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 250,000,000 | |
Transaction costs | 13,103,088 | |
Underwriting fees | 4,554,500 | |
Deferred underwriting fees | 7,970,375 | $ 7,970,375 |
Other costs | 578,213 | |
Cash held outside of trust account | $ 1,606,261 | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Warrants [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ 1 | |
Warrants issued (in shares) | 6,954,500 | |
Gross proceeds from issuance of warrants | $ 6,954,500 | |
Initial Public Offering [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 25,000,000 | |
Net proceeds from Initial Public Offering and Private Placement | $ 250,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 25,000,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 250,000,000 | |
Redemption price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Share price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Share price (in dollars per share) | $ 10 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||
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 | ||||||
Cash and Cash Equivalents [Abstract] | ||||||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||||||||||
Income Taxes [Abstract] | ||||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | |||||||||||
Accrued interest and penalties | 0 | 0 | 0 | |||||||||||
Reconciliation of Net Loss Per Common Share [Abstract] | ||||||||||||||
Net income | $ (1,000) | (147,481) | $ (116,641) | $ 427,614 | $ 808,635 | $ 16,561 | $ 824,196 | 163,492 | 1,403,487 | |||||
Less: Income attributable to common stock subject to possible redemption | (9,080) | (937,377) | (968,309) | (676,674) | (1,714,959) | |||||||||
Adjusted net loss | $ (156,561) | $ (128,742) | $ (144,113) | $ (513,182) | $ (311,472) | |||||||||
Weighted average shares outstanding, basic and diluted (in shares) | 7,422,844 | [1] | 7,363,896 | [1] | 6,657,747 | [1] | 7,403,146 | [1] | 6,908,855 | [2] | ||||
Basic and diluted net loss per share (in dollars per share) | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.07) | [3] | $ (0.05) | [4] | ||||
Class A Common Stock [Member] | ||||||||||||||
Net income (loss) per common share [Abstract] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,454,500 | 19,454,500 | ||||||||||||
[1] | Excludes an aggregate of 23,820,521 and 23,890,787 shares subject to possible redemption at September 30, 2020 and 2019, respectively. | |||||||||||||
[2] | Excludes an aggregate of 23,861,949 shares subject to possible redemption at | |||||||||||||
[3] | Net loss per common share - basic and diluted excludes interest income of $9,080 and $676,674 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020, respectively, and $937,377 and $968,309 attributable to common stock subject to possible redemption for the three months ended September 30, 2019 and for the period from February 28, 2019 (inception) through September 30, 2019, respectively. | |||||||||||||
[4] | Net loss per common share - basic and diluted excludes interest income of $1,714,959 attributable to common stock subject to possible redemption for the period from February 28, 2019 (inception) through December 31, 2019. |
Initial Public Offering (FY) (D
Initial Public Offering (FY) (Details) | Jun. 24, 2019$ / sharesshares |
Initial Public Offering [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,000,000 |
Initial Public Offering [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,000,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 0.5 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Number of securities called by each warrant (in shares) | 1 |
Over-Allotment Option [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 2,500,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 2,500,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Private Placement (FY) (Details
Private Placement (FY) (Details) - Private Placement Warrants [Member] | Jun. 24, 2019USD ($)$ / sharesshares |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | shares | 6,954,500 |
Share price (in dollars per share) | $ / shares | $ 1 |
Gross proceeds from issuance of warrants | $ | $ 6,954,500 |
Class A Common Stock [Member] | |
Private Placement Warrants [Abstract] | |
Number of securities called by each warrant (in shares) | shares | 1 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (FY) (Details) | Jun. 19, 2019shares | Apr. 30, 2019USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Aug. 05, 2019shares |
Founder Shares [Abstract] | ||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 0 | $ 25,000 | |||
Stock conversion basis at time of business combination | 1 | 1 | ||||
Number of trading days | 20 days | 20 days | ||||
Trading day threshold period | 30 days | 30 days | ||||
Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 18 | $ 18 | ||||
Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares forfeited (in shares) | 218,750 | |||||
Number of shares outstanding (in shares) | 6,250,000 | |||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | 1 | ||||
Number of trading days | 20 days | 20 days | ||||
Trading day threshold period | 30 days | 30 days | ||||
Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold period after initial Business Combination | 150 days | 150 days | ||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 5,750,000 | |||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Stock split ratio | 1.125 | |||||
Number of shares held (in shares) | 6,468,750 | |||||
Ownership interest, as converted percentage | 20.00% | |||||
Number of shares forfeited (in shares) | 218,750 | |||||
Number of shares outstanding (in shares) | 6,468,750 | 6,250,000 | ||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 218,750 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note, Administrative Support Agreement and Related Party Loans (FY) (Details) - USD ($) | Jun. 24, 2019 | Jun. 19, 2019 | Apr. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | |||||||
Repayment of debt to related party | $ 175,000 | $ 0 | $ 175,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 300,000 | ||||||
Repayment of debt to related party | $ 175,000 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 25,000 | ||||||
Related party expense | $ 75,000 | 225,000 | 150,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 1,500,000 | $ 1,500,000 | |||||
Share price (in dollars per share) | $ 1 | $ 1 | $ 1 |
Commitments (FY) (Details)
Commitments (FY) (Details) - USD ($) | Jun. 24, 2019 | Dec. 31, 2019 |
Underwriting Agreement [Abstract] | ||
Sale of stock underwriter option term | 45 days | |
Cash underwriting discount | 2.00% | 2.00% |
Underwriting expense | $ 4,554,500 | $ 4,554,500 |
Deferred underwriting discount | 3.50% | 3.50% |
Deferred underwriting fees | $ 7,970,375 | $ 7,970,375 |
Initial Public Offering [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 25,000,000 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Unit price (in dollars per share) | $ 10 | |
Remaining units available for issue (in shares) | 875,000 | |
Remaining units issued price per unit (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Maximum [Member] | ||
Underwriting Agreement [Abstract] | ||
Units granted for purchase (in shares) | 3,375,000 | |
Sponsor [Member] | Initial Public Offering [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 2,227,500 |
Stockholder's Equity, Preferred
Stockholder's Equity, Preferred Stock and Common Stock (FY) (Details) - $ / shares | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Stockholders' Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,861,949 | |
Stock conversion basis at time of business combination | 1 | 1 | |
Stock conversion percentage threshold | 20.00% | 20.00% | |
Minimum [Member] | |||
Stockholders' Equity [Abstract] | |||
Voting percentage of common stock | 90.00% | 90.00% | |
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 1,179,479 | 1,138,051 | |
Common stock, shares outstanding (in shares) | 1,179,479 | 1,138,051 | |
Voting right per share | One vote | One vote | |
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,861,949 | 23,890,787 |
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 6,250,000 | 6,250,000 | |
Common stock, shares outstanding (in shares) | 6,250,000 | 6,250,000 | |
Voting right per share | One vote | One vote |
Stockholder's Equity, Warrants
Stockholder's Equity, Warrants (FY) (Details) - $ / shares | 9 Months Ended | 10 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants [Abstract] | ||
Number of days to file registration statement | 15 days | 15 days |
Period for registration statement to become effective | 60 days | 60 days |
Expiration period of warrants | 5 years | 5 years |
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 |
Notice period to redeem warrants | 30 days | 30 days |
Number of trading days | 20 days | 20 days |
Trading day threshold period | 30 days | 30 days |
Minimum [Member] | ||
Warrants [Abstract] | ||
Period for warrants to become exercisable | 30 days | 30 days |
Maximum [Member] | ||
Warrants [Abstract] | ||
Period for warrants to become exercisable | 12 months | 12 months |
Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | $ 18 |
Income Tax (FY) (Details)
Income Tax (FY) (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax [Abstract] | |||||
Deferred tax assets | $ 0 | ||||
Deferred tax liabilities | 0 | ||||
Federal [Abstract] | |||||
Federal, Current | 373,079 | ||||
Federal, Deferred | 0 | ||||
State [Abstract] | |||||
State, Current | 0 | ||||
State, Deferred | 0 | ||||
Change in valuation allowance | 0 | ||||
Income tax provision | $ (39,204) | $ 214,953 | $ 219,090 | $ 43,460 | 373,079 |
Federal and State net operating loss carryovers | $ 0 | ||||
Reconciliation of Federal Income Tax Rate [Abstract] | |||||
Statutory federal income tax rate | 21.00% | ||||
State taxes, net of federal tax benefit | 0.00% | ||||
Income tax provision | 21.00% |
Fair Value Measurements (FY) (D
Fair Value Measurements (FY) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | $ 252,287,249 | $ 251,865,941 |
Description of Organization a_4
Description of Organization and Business Operations (Q3) (Details) - USD ($) | Jun. 24, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | $ 250,000,000 | ||
Transaction costs | 13,103,088 | ||
Underwriting fees | 4,554,500 | ||
Deferred underwriting fees | 7,970,375 | $ 7,970,375 | |
Other costs | 578,213 | ||
Cash held outside of trust account | $ 1,437,999 | $ 1,606,261 | |
Maximum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrant [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share price (in dollars per share) | $ 1 | ||
Warrants issued (in shares) | 6,954,500 | ||
Gross proceeds from issuance of warrants | $ 6,954,500 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 25,000,000 | ||
Net proceeds from Initial Public Offering and Private Placement | $ 250,000,000 | ||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ 10 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 25,000,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 250,000,000 | ||
Redemption price (in dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 2,500,000 | ||
Share price (in dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 2,500,000 | ||
Share price (in dollars per share) | $ 10 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Q3) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 19 Months Ended | |||||||||
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, 2020 | ||||||
Cash and Cash Equivalents [Abstract] | |||||||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Marketable Securities Held in Trust Account [Abstract] | |||||||||||||||
Interest withdrawn from trust account | $ 402,846 | 482,347 | 472,116 | 954,463 | |||||||||||
Income Tax [Abstract] | |||||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | |||||||||||
Accrued interest and penalties | 0 | 0 | 0 | $ 0 | |||||||||||
Reconciliation of Net Loss Per Common Share [Abstract] | |||||||||||||||
Net (loss) income | $ (1,000) | (147,481) | $ (116,641) | $ 427,614 | $ 808,635 | $ 16,561 | 824,196 | 163,492 | 1,403,487 | ||||||
Less: Income attributable to common stock subject to possible redemption | (9,080) | (937,377) | (968,309) | (676,674) | (1,714,959) | ||||||||||
Adjusted net loss | $ (156,561) | $ (128,742) | $ (144,113) | $ (513,182) | $ (311,472) | ||||||||||
Weighted average shares outstanding, basic and diluted (in shares) | 7,422,844 | [1] | 7,363,896 | [1] | 6,657,747 | [1] | 7,403,146 | [1] | 6,908,855 | [2] | |||||
Basic and diluted net loss per common share (in dollars per share) | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.02) | [3] | $ (0.07) | [3] | $ (0.05) | [4] | |||||
Class A Common Stock [Member] | |||||||||||||||
Net income (loss) per common share [Abstract] | |||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,454,500 | 19,454,500 | |||||||||||||
[1] | Excludes an aggregate of 23,820,521 and 23,890,787 shares subject to possible redemption at September 30, 2020 and 2019, respectively. | ||||||||||||||
[2] | Excludes an aggregate of 23,861,949 shares subject to possible redemption at | ||||||||||||||
[3] | Net loss per common share - basic and diluted excludes interest income of $9,080 and $676,674 attributable to common stock subject to possible redemption for the three and nine months ended September 30, 2020, respectively, and $937,377 and $968,309 attributable to common stock subject to possible redemption for the three months ended September 30, 2019 and for the period from February 28, 2019 (inception) through September 30, 2019, respectively. | ||||||||||||||
[4] | Net loss per common share - basic and diluted excludes interest income of $1,714,959 attributable to common stock subject to possible redemption for the period from February 28, 2019 (inception) through December 31, 2019. |
Initial Public Offering (Q3) (D
Initial Public Offering (Q3) (Details) | Jun. 24, 2019$ / sharesshares |
Initial Public Offering [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,000,000 |
Initial Public Offering [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,000,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 0.5 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Number of securities called by each warrant (in shares) | 1 |
Over-Allotment Option [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 2,500,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 2,500,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Private Placement (Q3) (Details
Private Placement (Q3) (Details) - Private Placement Warrant [Member] | Jun. 24, 2019USD ($)$ / sharesshares |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | shares | 6,954,500 |
Share price (in dollars per share) | $ / shares | $ 1 |
Gross proceeds from issuance of warrants | $ | $ 6,954,500 |
Class A Common Stock [Member] | |
Private Placement Warrants [Abstract] | |
Number of securities called by each warrant (in shares) | shares | 1 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions, F_2
Related Party Transactions, Founder Shares (Q3) (Details) | Jun. 19, 2019shares | Apr. 30, 2019USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Aug. 05, 2019shares |
Founder Shares [Abstract] | ||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 0 | $ 25,000 | |||
Stock conversion basis at time of business combination | 1 | 1 | ||||
Number of trading days | 20 days | 20 days | ||||
Trading day threshold period | 30 days | 30 days | ||||
Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 18 | $ 18 | ||||
Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares outstanding (in shares) | 6,250,000 | |||||
Number of shares forfeited (in shares) | 218,750 | |||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | 1 | ||||
Number of trading days | 20 days | 20 days | ||||
Trading day threshold period | 30 days | 30 days | ||||
Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold period after initial Business Combination | 150 days | 150 days | ||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 5,750,000 | |||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Stock split ratio | 1.125 | |||||
Number of shares outstanding (in shares) | 6,468,750 | 6,250,000 | ||||
Ownership interest, as converted percentage | 20.00% | |||||
Number of shares forfeited (in shares) | 218,750 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 218,750 |
Related Party Transactions, P_2
Related Party Transactions, Promissory Note, Administrative Support Agreement and Related Party Loans (Q3) (Details) - USD ($) | Jun. 24, 2019 | Jun. 19, 2019 | Apr. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | |||||||
Repayment of debt to related party | $ 175,000 | $ 0 | $ 175,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 300,000 | ||||||
Repayment of debt to related party | $ 175,000 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 25,000 | ||||||
Related party expense | $ 75,000 | 225,000 | 150,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party fees payable | $ 375,000 | 375,000 | 150,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||||||
Related Party Transactions [Abstract] | |||||||
Related party transaction | $ 1,500,000 | $ 1,500,000 | |||||
Unit price (in dollars per share) | $ 1 | $ 1 | $ 1 |
Commitments (Q3) (Details)
Commitments (Q3) (Details) - USD ($) | Jun. 24, 2019 | Dec. 31, 2019 |
Underwriting Agreement [Abstract] | ||
Cash underwriting discount | 2.00% | 2.00% |
Underwriting expense | $ 4,554,500 | $ 4,554,500 |
Deferred underwriting discount | 3.50% | 3.50% |
Deferred underwriting fees | $ 7,970,375 | $ 7,970,375 |
Initial Public Offering [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 25,000,000 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Affiliate of Sponsor [Member] | Initial Public Offering [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 2,227,500 |
Stockholders' Equity, Preferred
Stockholders' Equity, Preferred Stock and Common Stock (Q3) (Details) - $ / shares | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Stockholders' Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,861,949 | |
Stock conversion basis at time of business combination | 1 | 1 | |
Stock conversion percentage threshold | 20.00% | 20.00% | |
Minimum [Member] | |||
Stockholders' Equity [Abstract] | |||
Voting percentage of common stock | 90.00% | 90.00% | |
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 1,179,479 | 1,138,051 | |
Common stock, shares outstanding (in shares) | 1,179,479 | 1,138,051 | |
Voting right per share | One vote | One vote | |
Common stock subject to possible redemption (in shares) | 23,820,521 | 23,861,949 | 23,890,787 |
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 6,250,000 | 6,250,000 | |
Common stock, shares outstanding (in shares) | 6,250,000 | 6,250,000 | |
Voting right per share | One vote | One vote |
Stockholders' Equity, Warrants
Stockholders' Equity, Warrants (Q3) (Details) - $ / shares | 9 Months Ended | 10 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrants [Abstract] | ||
Number of days to file registration statement | 15 days | 15 days |
Period for registration statement to become effective | 60 days | 60 days |
Expiration period of warrants | 5 years | 5 years |
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 |
Notice period to redeem warrants | 30 days | 30 days |
Number of trading days | 20 days | 20 days |
Trading day threshold period | 30 days | 30 days |
Minimum [Member] | ||
Warrants [Abstract] | ||
Period for warrants to become exercisable | 30 days | 30 days |
Maximum [Member] | ||
Warrants [Abstract] | ||
Period for warrants to become exercisable | 12 months | 12 months |
Class A Common Stock [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | $ 18 |
Fair Value Measurements (Q3) (D
Fair Value Measurements (Q3) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | $ 252,287,249 | $ 251,865,941 |
Subsequent Events (Q3) (Details
Subsequent Events (Q3) (Details) - $ / shares | Oct. 18, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Combination Agreement [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | BT Merger Sub I, Inc [Member] | |||
Business Combination Agreement [Abstract] | |||
Business combination effective days after first merger | 10 days | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Common stock, par value (in dollars per share) | 0.001 | ||
Subsequent Event [Member] | Surviving Corporation [Member] | |||
Business Combination Agreement [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 |