Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CuriosityStream Inc. | |
Entity Central Index Key | 0001776909 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 38,673,143 | |
Entity File Number | 001-39139 | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Successor [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 513,475 | $ 1,093,408 |
Prepaid expenses | 66,858 | 128,133 |
Total Current Assets | 580,333 | 1,221,541 |
Marketable securities held in Trust Account | 150,071,746 | 149,719,910 |
Total Assets | 150,652,079 | 150,941,451 |
Current liabilities | ||
Accrued expenses | 239,116 | 179,881 |
Income taxes payable | 1,952 | 1,952 |
Total Current Liabilities | 241,068 | 181,833 |
Deferred underwriting fee payable | 5,232,500 | 5,232,500 |
Total Liabilities | 5,473,568 | 5,414,333 |
Commitments | ||
Class A common stock subject to possible redemption, 13,971,338 and 14,044,440 shares at redemption value at September 30, 2020 and December 31, 2019, respectively | 140,178,510 | 140,527,112 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 5,340,795 | 4,992,200 |
(Accumulated deficit)/Retained earnings | (341,266) | 7,341 |
Total Stockholders' Equity | 5,000,001 | 5,000,006 |
Total Liabilities and Stockholders’ Equity | 150,652,079 | 150,941,451 |
Class A common stock | ||
Stockholders' Equity | ||
Common stock | 98 | 91 |
Total Stockholders' Equity | 98 | 91 |
Class B common stock | ||
Stockholders' Equity | ||
Common stock | 374 | 374 |
Total Stockholders' Equity | $ 374 | $ 374 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - Successor [Member] - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preference stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 978,662 | 905,560 |
Common stock, shares outstanding | 978,662 | 905,560 |
Common stock subject to possible redemption, shares | 13,971,338 | 14,044,440 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,737,500 | 3,737,500 |
Common stock, shares outstanding | 3,737,500 | 3,737,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - Successor [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | ||
Formation and operating costs | $ 494,939 | $ 801 | $ 3,012 | $ 908,274 | |
Loss from operations | (494,939) | (801) | (3,012) | (908,274) | |
Other income: | |||||
Interest income | 14,074 | 559,667 | |||
(Loss) income before benefit from (provision for) income taxes | (480,865) | (801) | (3,012) | (348,607) | |
Benefit from (provision for) income taxes | 27,774 | ||||
Net (loss) income | $ (453,091) | $ (801) | $ (3,012) | $ (348,607) | |
Weighted average shares outstanding, basic and diluted | [1] | 4,671,765 | 3,250,000 | 3,250,000 | 4,662,207 |
Basic and diluted net loss per common share | [2] | $ (0.10) | $ 0 | $ 0 | $ (0.16) |
[1] | Excludes an aggregate of 13,971,338 shares subject to possible redemption at September 30, 2020. At September 30, 2019, excluded up to 487,500 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). | ||||
[2] | Net loss per share - basic and diluted excludes income attributable to common stock subject to possible redemption of $0 and $382,834 for the three and nine months ended September 30, 2020, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - Successor [Member] - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Subject to possible redemption | 13,971,338 | |
Common stock subject to possible redemption | 0 | 382,834 |
Class A Common Stock | ||
Subject to forfeiture | 487,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Successors [Member] - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Total | |
Balance at May. 08, 2019 | ||||||
Balance, shares at May. 08, 2019 | ||||||
Issuance of common stock to Sponsor | [1] | $ 374 | 24,626 | 25,000 | ||
Issuance of common stock to Sponsor, shares | [1] | 3,737,500 | ||||
Net income (loss) | (2,211) | (2,211) | ||||
Balance at Jun. 30, 2019 | $ 374 | 24,626 | (2,211) | 22,789 | ||
Balance, shares at Jun. 30, 2019 | 3,737,500 | |||||
Net income (loss) | (801) | (801) | ||||
Balance at Sep. 30, 2019 | $ 374 | 24,626 | (3,012) | 21,988 | ||
Balance, shares at Sep. 30, 2019 | 3,737,500 | |||||
Balance at Dec. 31, 2019 | $ 91 | $ 374 | 4,992,200 | 7,341 | 5,000,006 | |
Balance, shares at Dec. 31, 2019 | 905,560 | 3,737,500 | ||||
Change in value of Class A common stock subject to possible redemption | $ 2 | (193,096) | (193,094) | |||
Change in value of Class A common stock subject to possible redemption, shares | 28,630 | |||||
Net income (loss) | 193,091 | 193,091 | ||||
Balance at Mar. 31, 2020 | $ 93 | $ 374 | 4,799,104 | 200,432 | 5,000,003 | |
Balance, shares at Mar. 31, 2020 | 934,190 | 3,737,500 | ||||
Change in value of Class A common stock subject to possible redemption | 88,605 | 88,605 | ||||
Change in value of Class A common stock subject to possible redemption, shares | 75 | |||||
Net income (loss) | (88,607) | (88,607) | ||||
Balance at Jun. 30, 2020 | $ 93 | $ 374 | 4,887,709 | 111,825 | 5,000,001 | |
Balance, shares at Jun. 30, 2020 | 934,265 | 3,737,500 | ||||
Change in value of Class A common stock subject to possible redemption | $ 5 | 453,086 | 453,091 | |||
Change in value of Class A common stock subject to possible redemption, shares | 44,397 | |||||
Net income (loss) | (453,091) | (453,091) | ||||
Balance at Sep. 30, 2020 | $ 98 | $ 374 | $ 5,340,795 | $ (341,266) | $ 5,000,001 | |
Balance, shares at Sep. 30, 2020 | 978,662 | 3,737,500 | ||||
[1] | Included up to 487,500 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2020shares | |
Successor [Member] | Class B Common Stock | |
Subject to forfeiture | 487,500 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - Successor [Member] - USD ($) | 5 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,012) | $ (348,607) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (559,667) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 61,275 | |
Accrued expenses | 59,235 | |
Net cash used in operating activities | (3,012) | (787,764) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay for franchise taxes | 207,831 | |
Net cash provided by investing activities | 207,831 | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from promissory note – related party | 125,207 | |
Payment of offering costs | (122,196) | |
Net cash provided by financing activities | 28,011 | |
Net Change in Cash | 24,999 | (579,933) |
Cash – Beginning | 1,093,408 | |
Cash – Ending | 24,999 | 513,475 |
Non-cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | $ (348,602) |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Successors [Member] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CuriosityStream Inc., formerly known as Software Acquisition Group Inc. (the "Company"), was a blank check company incorporated in Delaware on May 9, 2019. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Business Combination On October 14, 2020 (the "Closing Date"), the Company consummated the previously announced merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 10, 2020, by and among the Company, CS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), CuriosityStream Operating Inc., a Delaware corporation (formerly named CuriosityStream Inc.) ("Legacy CuriosityStream") and Hendricks Factual Media LLC, a Delaware limited liability company ("HFM"). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy CuriosityStream was effected through the merger of Merger Sub with and into Legacy CuriosityStream, with Legacy CuriosityStream surviving such merger as a wholly-owned subsidiary of the Company (the "Merger" and, the completion of the Merger, the "Closing"). At the effective time of the Merger (the "Effective Time"), all (100%) of the issued and outstanding shares of capital stock of Legacy CuriosityStream were converted into an aggregate of 31,556,837 shares (the "Merger Shares") of the Company's Class A Common Stock, par value $0.0001 per share ("Common Stock"). Pursuant to the Merger Agreement, 1,501,758 Merger Shares issued by the Company at closing will be held in escrow for a period of twelve (12) months after the Closing to satisfy indemnification obligations and an additional 19,924 Merger Shares will be held in escrow pending final working capital calculations (collectively, the "Escrow Shares"). In connection with the Closing, and pursuant to the terms of a PIPE Subscription Agreement entered into by the Company with certain third-party investors (the "PIPE Investors") in connection with the execution of the Merger Agreement, the Company completed the issuance of an aggregate of 2,500,000 newly-issued shares of Common Stock for an aggregate purchase price of $25,000,000 (the "PIPE"). The shares of Common Stock issued by the Company pursuant to the PIPE were issued concurrently with the Closing of the Merger on the Closing Date. Also in connection with the Closing, the Company changed its name from "Software Acquisition Group Inc." to "CuriosityStream Inc." In connection with the Closing, the Company withdrew $125,975,252 of Funds from the Trust Account (as defined below) to fund the redemptions of 12,549,512 shares. Upon the closing: ● Merger Sub merged with and into Legacy CuriosityStream, with Legacy CuriosityStream surviving as a wholly-owned subsidiary of the Company; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share, of Legacy CuriosityStream to be held by the Company; ● all issued and outstanding shares of Legacy CuriosityStream capital stock converted into an aggregate of 31,556,837 shares of Common Stock (inclusive of the Escrow Shares); ● all shares of Legacy CuriosityStream capital stock held in treasury were canceled without any conversion thereof; ● all of the 3,737,500 outstanding shares of the Company's Class B Common Stock, par value $0.0001 per share, held by the Software Acquisition Holdings, LLC (the "Sponsor"), converted into an aggregate of 3,737,500 shares of Common Stock, 2,242,500 of which are subject to certain vesting conditions; ● of the 4,740,000 Private Placement Warrants held by the Sponsor immediately prior to the Effective Time, (i) 711,000 were forfeited by the Sponsor and (ii) an aggregate of 353,000 were forfeited by the Sponsor and reissued by the Company to certain PIPE Investors and holders of Common Stock existing prior to the Effective Time; ● all of the remaining outstanding Company Units were converted, pursuant to their terms, into one share of Common Stock and one-half (1/2) of one warrant; and ● all of the outstanding options to acquire Legacy CuriosityStream common stock were converted into options to acquire an aggregate of 2,214,246 shares of Common Stock; ● the Company issued an aggregate of 2,500,000 shares of Common Stock to the PIPE Investors pursuant to the closing of the PIPE. As a result of the foregoing Transactions, as of the Closing Date and immediately following the completion of the Merger and the PIPE, the Company had the following outstanding securities: ● 37,952,325 shares of Common Stock (inclusive of the Escrow Shares); ● options to acquire an aggregate of 2,214,246 shares of Common Stock; and ● 7,475,000 public warrants and 4,029,000 Private Placement Warrants, each exercisable for one share of Common Stock at a price of $11.50 per share. Business Prior to the Business Combination Prior to the Business Combination, the Company's subsidiary was comprised of CS Merger Sub, Inc. 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 consummating the acquisition of Legacy CuriosityStream. The registration statements for the Company's Initial Public Offering were declared effective on November 19, 2019. On November 22, 2019, the Company consummated the Initial Public Offering of 14,950,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares"), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 1,950,000 Units, at $10.00 per Unit, generating gross proceeds of $149,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,740,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to the "Sponsor, generating gross proceeds of $4,740,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 22, 2019, an amount of $149,500,000 ($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 Warrants was placed in a trust account (the "Trust Account") and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's stockholders, as described below. Transaction costs amounted to $8,745,223 consisting of $2,990,000 of underwriting fees, $5,232,500 of deferred underwriting fees and $522,723 of other offering costs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in 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 consolidated 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 consolidated 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. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 consolidated 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 September 30, 2020 and December 31, 2019. Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. During the nine months ended September 30, 2020, the Company withdrew $207,831 of the interest earned on the Trust Account to pay for its franchise taxes. 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 common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, 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. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security "CARES" Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations. Net Income per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At September 30, 2019, weighted average shares were reduced for the effect of an aggregate of 487,500 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 5). The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020, 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 to purchase 12,215,000 shares of common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted loss per share, since the exercise of the warrants was contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Reconciliation of Net Loss per Common Share The Company's net loss 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 For the 2020 2019 2020 2019 Net loss $ (453,091 ) $ (801 ) $ (348,607 ) $ (3,012 ) Less: Income attributable to shares subject to possible redemption — — (382,834 ) — Adjusted net loss $ (453,091 ) $ (801 ) $ (731,441 ) $ (3,012 ) Weighted average shares outstanding, basic and diluted 4,671,765 3,250,000 4,662,207 3,250,000 Basic and diluted net loss per common share $ (0.10 ) $ (0.00 ) $ (0.16 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position and results of its operations, 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. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 22, 2019, pursuant to the Initial Public Offering, the Company sold 14,950,000 Units, which included the full exercise by the underwriter of its option to purchase an additional 1,950,000 Units at $10.00 per Unit. Each Unit consists of one share of the Company's Class A common stock, $0.0001 par value, and one-half of one redeemable warrant ("Public Warrant"). Each Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,740,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,740,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2019, the Company issued an aggregate of 3,593,750 shares (the "Founder Shares") to the Sponsor for an aggregate purchase price of $25,000 in cash. On November 19, 2019, the Company effected a stock dividend for 0.04 share for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 3,737,500 Founder Shares. The 3,737,500 Founder Shares included an aggregate of up to 487,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment was not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Warrants and underlying securities). As a result of the underwriter's election to fully exercise its over-allotment option, 487,500 Founder Shares are no longer subject to forfeiture. The Founder Shares automatically converted into shares of Class A common stock upon the consummation of the Business Combination on a one-for-one basis. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in 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 Company's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On June 25, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). The Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The borrowings outstanding under the Note of $235,540 were repaid upon the consummation of the Initial Public Offering on November 22, 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 19, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2020, the Company incurred $30,000 and $90,000, respectively, in fees for these services, of which $105,000 and $15,000 is included in accrued expenses in the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively. The Company ceased paying these monthly fees upon the Closing. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on November 19, 2019, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation 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. Underwriting Agreement The underwriter was entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $5,232,500. The deferred fee was paid in cash upon the closing of the business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Litigation Relating to the Merger On September 2, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported Company stockholder in connection with the merger: Khan v. Software Acquisition Group, Inc., et al., In addition, on September 10, 2020, counsel for a purported individual stockholder of the Company sent a letter to legal counsel for the Company in connection with the Merger that alleged that the preliminary proxy statement failed to disclose certain information regarding the Merger. The Letter demanded that the Company make certain additional disclosures in the proxy statement, and claimed that the failure to make such disclosures constituted a violation of federal securities laws. The Company believes that the allegations in the Complaint and the Letter are without merit. The Company also believes that the disclosures set forth in the preliminary proxy statement on the subjects discussed in the Complaint and the Letter comply fully with applicable law and do not need to be supplemented. However, solely to avoid the costs, risks, nuisance, and uncertainties inherent in disputes concerning these types of allegations, or potential litigation that could delay or adversely affect the Merger, the Company has determined to voluntarily supplement the preliminary proxy statement with certain additional disclosures. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS' EQUITY Preferred Stock Class A Common Stock Class B Common Stock At September 30, 2020 and December 31, 2019, there were 3,737,500 shares of Class B common stock issued and outstanding. The shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Business Combination on a one-for-one basis. Warrants — The Company may call the Public Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon not less than 30 days' prior written notice of redemption to each Public Warrant holder, ● if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company's initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
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, Assets: Marketable securities held in Trust Account 1 $ 150,071,746 $ 149,719,910 On October 14, 2020, in connection with the Business Combination, the Company liquidated the Trust Account to fund the Business Combination and related expenses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
successor [Member] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS As described in Note 1, the Company completed the Closing on October 14, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) - Successor [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated 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 consolidated 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 consolidated 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. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 | Use of Estimates The preparation of condensed consolidated 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. During the nine months ended September 30, 2020, the Company withdrew $207,831 of the interest earned on the Trust Account to pay for its franchise taxes. |
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 common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of the Company's condensed consolidated balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, 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. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security "CARES" Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations. |
Net Income per Common Share | Net Income per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At September 30, 2019, weighted average shares were reduced for the effect of an aggregate of 487,500 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 5). The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020, 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 to purchase 12,215,000 shares of common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted loss per share, since the exercise of the warrants was contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share The Company's net loss 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 For the 2020 2019 2020 2019 Net loss $ (453,091 ) $ (801 ) $ (348,607 ) $ (3,012 ) Less: Income attributable to shares subject to possible redemption — — (382,834 ) — Adjusted net loss $ (453,091 ) $ (801 ) $ (731,441 ) $ (3,012 ) Weighted average shares outstanding, basic and diluted 4,671,765 3,250,000 4,662,207 3,250,000 Basic and diluted net loss per common share $ (0.10 ) $ (0.00 ) $ (0.16 ) $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | 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 Measurement," approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed consolidated financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position and results of its operations, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
Schedule of basic and diluted loss per common share | Three Months Ended September 30, Nine Months For the 2020 2019 2020 2019 Net loss $ (453,091 ) $ (801 ) $ (348,607 ) $ (3,012 ) Less: Income attributable to shares subject to possible redemption — — (382,834 ) — Adjusted net loss $ (453,091 ) $ (801 ) $ (731,441 ) $ (3,012 ) Weighted average shares outstanding, basic and diluted 4,671,765 3,250,000 4,662,207 3,250,000 Basic and diluted net loss per common share $ (0.10 ) $ (0.00 ) $ (0.16 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Successor [Member] | |
Schedule of fair value on a recurring basis | Description Level September 30, 2020 December 31, Assets: Marketable securities held in Trust Account 1 $ 150,071,746 $ 149,719,910 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 22, 2019 | Sep. 30, 2020 | |
Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Number of shares issued | 1,501,758 | |
Transaction costs | $ 8,745,223 | |
Underwriting fees | 2,990,000 | |
Deferred underwriting fees | 5,232,500 | |
Offering costs | $ 522,723 | |
Effective rate Percentage | (100.00%) | |
Aggregate convereted shares | 31,556,837 | |
Aggregate purchase price | $ 25,000,000 | |
Aggregate shares | 2,500,000 | |
Business combination, description | ● Merger Sub merged with and into Legacy CuriosityStream, with Legacy CuriosityStream surviving as a wholly-owned subsidiary of the Company; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share, of Legacy CuriosityStream to be held by the Company;● all issued and outstanding shares of Legacy CuriosityStream capital stock converted into an aggregate of 31,556,837 shares of Common Stock (inclusive of the Escrow Shares); ● all shares of Legacy CuriosityStream capital stock held in treasury were canceled without any conversion thereof; ● all of the 3,737,500 outstanding shares of the Company’s Class B Common Stock, par value $0.0001 per share, held by the Software Acquisition Holdings, LLC (the “Sponsor”), converted into an aggregate of 3,737,500 shares of Common Stock, 2,242,500 of which are subject to certain vesting conditions; ● of the 4,740,000 Private Placement Warrants held by the Sponsor immediately prior to the Effective Time, (i) 711,000 were forfeited by the Sponsor and (ii) an aggregate of 353,000 were forfeited by the Sponsor and reissued by the Company to certain PIPE Investors and holders of Common Stock existing prior to the Effective Time; ● all of the remaining outstanding Company Units were converted, pursuant to their terms, into one share of Common Stock and one-half (1/2) of one warrant; and ● all of the outstanding options to acquire Legacy CuriosityStream common stock were converted into options to acquire an aggregate of 2,214,246 shares of Common Stock; ● the Company issued an aggregate of 2,500,000 shares of Common Stock to the PIPE Investors pursuant to the closing of the PIPE. | |
Additional shares merger | 19,924 | |
Withdrew | $ 125,975,252 | |
Redemptions of shares | 12,549,512 | |
Successor [Member] | Class A Common Stock | ||
Description of Organization and Business Operations (Textual) | ||
Common stock, Price per shares | $ 0.0001 | |
Successor [Member] | Escrow shares [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Number of shares issued | 37,952,325 | |
Common stock, Price per shares | $ 11.50 | |
Aggregate shares | 2,214,246 | |
Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Number of shares issued | 1,950,000 | |
Share price per share | $ 10 | |
Successor [Member] | Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Number of shares issued | 1,950,000 | |
Share price per share | $ 10 | |
Initial Public Offering [Member] | Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Number of shares issued | 14,950,000 | |
Gross proceeds | $ 149,500,000 | |
Net proceeds | $ 149,500,000 | |
Sale of units | $ 10 | |
Private Placement Warrants [Member] | Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Share price per share | $ 1 | |
Gross proceeds | $ 4,740,000 | $ 4,740,000 |
Sale of stock | 4,740,000 | 4,740,000 |
Exercisable shares | 4,029,000 | |
Public warrants [Member] | Successor [Member] | ||
Description of Organization and Business Operations (Textual) | ||
Exercisable shares | 7,475,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Successor [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | ||
Net income | $ (453,091) | $ (801) | $ (3,012) | $ (348,607) | |
Less: Income attributable to shares subject to possible redemption | (382,834) | ||||
Adjusted net loss | $ (453,091) | $ (801) | $ (3,012) | $ (731,441) | |
Weighted average shares outstanding, basic and diluted | [1] | 4,671,765 | 3,250,000 | 3,250,000 | 4,662,207 |
Basic and diluted net loss per common share | [2] | $ (0.10) | $ 0 | $ 0 | $ (0.16) |
[1] | Excludes an aggregate of 13,971,338 shares subject to possible redemption at September 30, 2020. At September 30, 2019, excluded up to 487,500 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). | ||||
[2] | Net loss per share - basic and diluted excludes income attributable to common stock subject to possible redemption of $0 and $382,834 for the three and nine months ended September 30, 2020, respectively. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - Successor [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Summary of Significant Accounting Policies (Textual) | ||||||
Warrants to purchase | 12,215,000 | |||||
Federal depository insurance corporation | $ 250,000 | |||||
Trust Account to pay for its franchise taxes | $ 207,831 | |||||
Weighted average number of common shares outstanding | [1] | 4,671,765 | 3,250,000 | 3,250,000 | 4,662,207 | |
Class B common stock [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Weighted average number of common shares outstanding | 487,500 | |||||
[1] | Excludes an aggregate of 13,971,338 shares subject to possible redemption at September 30, 2020. At September 30, 2019, excluded up to 487,500 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 22, 2019 |
Successor [Member] | |||
Initial Public Offering (Textual) | |||
Number of shares issued | 1,501,758 | ||
Successor [Member] | Class A common stock | |||
Initial Public Offering (Textual) | |||
Warrant exercise price | $ 11.50 | ||
Common stock, par value | 0.0001 | $ 0.0001 | |
Initial Public Offering [Member] | Successor [Member] | |||
Initial Public Offering (Textual) | |||
Number of shares issued | 14,950,000 | ||
Over-allotment Option [Member] | |||
Initial Public Offering (Textual) | |||
Number of shares issued | 1,950,000 | ||
Share price per share | $ 10 | ||
Over-allotment Option [Member] | Successor [Member] | |||
Initial Public Offering (Textual) | |||
Number of shares issued | 1,950,000 | ||
Share price per share | $ 10 | ||
Warrant [Member] | Successor [Member] | |||
Initial Public Offering (Textual) | |||
Warrant exercise price | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - Successor [Member] - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 22, 2019 | Sep. 30, 2020 | |
Class A Common Stock [Member] | ||
Private Placement (Textual) | ||
Warrant exercise price | $ 11.50 | |
Private Placement [Member] | ||
Private Placement (Textual) | ||
Sale of stock | 4,740,000 | 4,740,000 |
Aggregate purchase price | $ 4,740,000 | $ 4,740,000 |
Share price per share | $ 1 | |
Warrant exercise price | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - Successor [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 19, 2019 | Jun. 30, 2019 | Jun. 25, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Textual) | ||||||
Accrued expenses | $ 239,116 | $ 239,116 | $ 179,881 | |||
Related party transactions description | Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | |||||
Administrative Support Agreement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Fees for services | 30,000 | $ 90,000 | ||||
Office space | $ 10,000 | |||||
Accrued expenses | $ 105,000 | $ 105,000 | $ 15,000 | |||
Promissory Note - Related Party [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Repayment of promissory note | $ 300,000 | |||||
Borrowings outstanding | $ 235,540 | |||||
Maturity date | Dec. 31, 2019 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Aggregate shares issued | 3,737,500 | 3,593,750 | ||||
Aggregate purchase price | $ 25,000 | |||||
Stock dividend per share | $ 0.04 | |||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Aggregate shares issued | 3,737,500 | |||||
Shares subject to forfeiture | 487,500 | |||||
Not subject to forfeiture | 487,500 | |||||
Percentage of issued and outstanding shares | 20.00% |
Commitments (Details)
Commitments (Details) - Successor [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Deferred fee, percentage | (3.50%) |
Initial public offering, gross proceeds | $ 5,232,500 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Successor [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Textual) | ||
Preference stock, shares authorized | 1,000,000 | 1,000,000 |
Preference stock, par value | $ 0.0001 | $ 0.0001 |
Description of public warrants for redemption | The Company may call the Public Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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. | |
Description of Sponsor shares | The aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Class A Common Stock [Member] | ||
Shareholders' Equity (Textual) | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 978,662 | 905,560 |
Common stock, shares outstanding | 978,662 | 905,560 |
Business combination at issue price | $ 9.20 | |
Common stock subject to possible redemption | 13,971,338 | 14,044,440 |
Class B Common Stock | ||
Shareholders' Equity (Textual) | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,737,500 | 3,737,500 |
Common stock, shares outstanding | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Successor [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Marketable securities held in Trust Account | $ 150,071,746 | $ 149,719,910 |
Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 150,071,746 | $ 149,719,910 |