Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 08, 2021 | Jun. 30, 2020 | |
Entity Registrant Name | EXPERIENCE INVESTMENT CORP. | ||
Entity Central Index Key | 0001779128 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 274,175,000 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Ex Transition Period | false | ||
Class A Common stock | |||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share | ||
Entity Common Stock, Shares Outstanding | 27,500,000 | ||
Trading Symbol | EXPC | ||
Security Exchange Name | NASDAQ | ||
Class B Common stock | |||
Entity Common Stock, Shares Outstanding | 6,875,000 | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value,and one-third of one redeemable warrant | ||
Trading Symbol | EXPCU | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share | ||
Trading Symbol | EXPCW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 846,068 | $ 1,305,608 |
Prepaid expenses | 50,000 | 125,000 |
Total Current Assets | 896,068 | 1,430,608 |
Marketable securities held in Trust Account | 276,943,339 | 276,261,596 |
TOTAL ASSETS | 277,839,407 | 277,692,204 |
Current Liabilities | ||
Accounts payable and accrued expenses | 158,947 | 136,694 |
Accrued offering costs | 26,000 | 26,000 |
Income taxes payable | 205,844 | 208,612 |
Total Current Liabilities | 390,791 | 371,306 |
Deferred underwriting fee payable | 9,625,000 | 9,625,000 |
Total Liabilities | 10,015,791 | 9,996,306 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption 26,136,620 and 26,180,927 shares at redemption value as of December 31, 2020 and 2019, respectively | 262,823,607 | 262,695,890 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,086,689 | 4,214,410 |
Retained earnings | 912,496 | 784,778 |
Total Stockholders' Equity | 5,000,009 | 5,000,008 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 277,839,407 | 277,692,204 |
Class A Common stock | ||
Stockholders' Equity | ||
Common stock | 136 | 132 |
Total Stockholders' Equity | 136 | 132 |
Class B Common stock | ||
Stockholders' Equity | ||
Common stock | 688 | 688 |
Total Stockholders' Equity | $ 688 | $ 688 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Common stock subject to possible redemption, shares at redemption value | 26,136,620 | 26,180,927 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,363,380 | 1,319,073 |
Common stock, shares outstanding | 1,363,380 | 1,319,073 |
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 | 6,875,000 | 6,875,000 |
Common stock, shares outstanding | 6,875,000 | 6,875,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Operating costs | $ 268,206 | $ 678,487 |
Loss from operations | (268,206) | (678,487) |
Other income: | ||
Interest income on marketable securities held in Trust Account | 1,261,596 | 1,016,670 |
Income before income taxes | 993,390 | 338,183 |
Provision for income taxes | (208,612) | (210,465) |
Net income | $ 784,778 | $ 127,718 |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 26,187,830 | 26,160,492 |
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0.03 | $ 0.02 |
Basic and diluted weighted average shares outstanding, Common stock | 7,170,375 | 8,214,508 |
Basic and diluted net loss per common share, common stock | $ (0.01) | $ (0.05) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Additional Paid-In Capital | Retained Earnings | Class A Common stock | Class B Common stock | Total |
Balance at the beginning at May. 23, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at May. 23, 2019 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Founder Shares to Sponsor | 24,281 | 0 | $ 719 | 25,000 | |
Issuance of Founder Shares to Sponsor (in shares) | 0 | 7,187,500 | |||
Forfeiture of Founder Shares | (31) | 0 | $ 31 | 0 | |
Forfeiture of Founder Shares (in shares) | 0 | 312,500 | |||
Sale of 27,500,000 Units, net of underwriting discount and offering expenses | 259,383,370 | 0 | $ 2,750 | 259,386,120 | |
Sale of 27,500,000 Units, net of underwriting discount and offering expenses (in shares) | 27,500,000 | 0 | |||
Sale of 5,000,000 Private Placement Warrants | 7,500,000 | 0 | $ 0 | $ 0 | 7,500,000 |
Common stock subject to possible redemption | (262,693,272) | 0 | $ (2,618) | (262,695,890) | |
Common stock subject to possible redemption (in shares) | (26,180,927) | 0 | |||
Net (loss) income | 0 | 784,778 | $ 0 | $ 0 | 784,778 |
Balance at the end at Dec. 31, 2019 | 4,214,410 | 784,778 | $ 132 | $ 688 | $ 5,000,008 |
Balance at the end (in shares) at Dec. 31, 2019 | 1,319,073 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeiture of Founder Shares (in shares) | 312,500 | ||||
Common stock subject to possible redemption | (127,721) | 0 | $ 4 | $ (127,717) | |
Common stock subject to possible redemption (in shares) | (44,307) | 0 | |||
Net (loss) income | 0 | 127,718 | $ 0 | $ 0 | 127,718 |
Balance at the end at Dec. 31, 2020 | $ 4,086,689 | $ 912,496 | $ 136 | $ 688 | $ 5,000,009 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,363,380 | 6,875,500 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2020shares | |
Sale of Private Placement Warrants (in shares) | 5,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 784,778 | $ 127,718 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,261,596) | (1,016,670) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (125,000) | 75,000 |
Accounts payable and accrued expenses | 136,694 | 22,253 |
Income taxes payable | 208,612 | (2,768) |
Net cash used in operating activities | (256,512) | (794,467) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (275,000,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 334,927 | |
Net cash provided by (used in) investing activities | (275,000,000) | 334,927 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 269,500,000 | |
Proceeds from Issuance of Warrants | 7,500,000 | |
Proceeds from promissory notes - related party | 231,366 | |
Repayment of promissory notes - related party | (231,366) | |
Payment of offering costs | (437,880) | |
Net cash provided by financing activities | 276,562,120 | |
Net Change in Cash | 1,305,608 | (459,540) |
Cash - Beginning | 0 | 1,305,608 |
Cash - Ending | 1,305,608 | 846,068 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 213,233 | |
Non-cash investing and financing activities: | ||
Initial classification of Class A common stock subject to redemption | 261,909,820 | |
Change in value of Class A common stock subject to possible redemption | 786,070 | $ 127,717 |
Deferred underwriting fee payable | 9,625,000 | |
Offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock to Sponsor | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Experience Investment Corp. (the “Company”) was incorporated in Delaware on May 24, 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 sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the travel and leisure industry. The Company has one subsidiary, Experience Merger Sub, Inc., direct wholly-owned subsidiary of the Company incorporated in Delaware on December 8, 2020 ("Merger Sub"). As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of BLADE Urban Air Mobility, Inc., a Delaware corporation ("Blade") (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 12, 2019. On September 17, 2019, the Company consummated the Initial Public Offering of 27,500,000 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 $275,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4. Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs. Following the closing of the Initial Public Offering on September 17, 2019, an amount of $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of 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. 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest income earned on the Trust Account) at the time of the 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. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 underwriters (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 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined 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. 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until September 17, 2021 (the “Combination Period”) to consummate a Business Combination. 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish 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 initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public 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. 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 and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act 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. Liquidity and Going Concern As of December 31, 2020, the Company had $846,068 in its operating bank accounts, $276,943,339 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $915,185. As of December 31, 2020, $409,908 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties to complete a business combination. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. 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 consolidated 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 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $334,927 of interest income from the Trust Account to pay franchise and income taxes. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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, 2020 and 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'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 income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,166,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company's statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares' proportionate interest. For the Period from May 24, 2019 (inception) Year Ended through December 31, December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 572,275 $ 886,588 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ 572,275 $ 886,588 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 26,160,492 26,187,830 Basic and diluted net income per share $ 0.02 $ 0.03 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income $ 127,718 $ 784,778 Net Income allocable to Common stock subject to possible redemption (572,275) (886,588) Non-Redeemable Net Loss $ (444,557) $ (101,810) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 8,214,508 7,170,375 Basic and diluted net loss per share $ (0.05) $ (0.01) 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 consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 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-third of one redeemable 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
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of 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 the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2019, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the initial stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 312,500 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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. Promissory Note-Related Party On May 24, 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 “Promissory Note”). 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 outstanding balance of $231,366 under the Promissory Note was repaid in full in October 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 12, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of 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 Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45‑day option to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. On September 17, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 1,250,000 Units. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On December 14, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Merger Sub and Blade, relating to a proposed business combination transaction between the Company and Blade. Pursuant to the Merger Agreement, Merger Sub will merge with and into Blade with Blade continuing as the surviving entity (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger: (d) each outstanding share of Blade common stock (the "Blade Common Stock") (as of immediately prior to the closing of the Merger (the "Closing")) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of Class A common stock of the Company (the "Company Common Stock"), at the reference price of $10.00 (the "Reference Price") per Company Common Stock, equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate exercise prices of all in the money Blade Options (as defined below) outstanding as of immediately prior to the effective time of the Merger divided by (B) the fully-diluted common stock of Blade (as calculated pursuant to the Merger Agreement and including the aggregate number of shares of Blade Common Stock issuable upon the conversion of Blade Preferred Stock (as defined below) and the aggregate number of Blade Common Stock issuable upon the exercise of the in the money Blade Options (as defined below)) divided by (ii) the Reference Price (the " Closing Per Share Stock Consideration "); (e) each outstanding share of Blade Series Seed preferred stock, Blade Series A preferred stock and Blade Series B preferred stock (collectively, the "Blade Preferred Stock," and together with the Blade Common Stock, the "Blade Stock")) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive a number of newly issued shares of Company Common Stock equal to the Closing Per Share Stock Consideration multiplied by the number of shares of Blade Common Stock issuable upon the conversion of such share of Blade Preferred Stock; and (f) each option to acquire Blade Common Stock (the "Blade Option") that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be cancelled and automatically converted into an option to purchase a number of shares of Company Common Stock equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time multiplied by (2) the Closing Per Share Stock Consideration (rounded down to the nearest whole number of shares of Company Common Stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of Company Common Stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Exchange Amount (as defined in the Merger Agreement) (rounded up to the nearest whole cent). The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and, 2019, there were 1,363,380 and 1,319,073 shares of Class A common stock issued and outstanding, excluding 26,136,620 and 26,180,927 shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 6,875,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, 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 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). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash —Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. 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. Redemption of Warrants for Shares of Class A Common Stock —Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: · in whole and not in part; · at a price equal to a number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock; · upon a minimum of 30 days’ prior written notice of redemption; · if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; · if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and · if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price (“Newly Issued 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 initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price and the $18.00 redemption trigger price will be adjusted to 180% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so 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. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 122,876 $ — Total deferred tax asset 122,876 — Valuation allowance (122,876) — Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 170,647 $ 208,612 Deferred (99,629) — State and Local Current 39,818 — Deferred (23,247) — Change in valuation allowance 122,876 — Income tax provision $ 210,465 $ 208,612 As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers 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. After consideration of all of the available information, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from May 24, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $122,876 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.9 % 0.0 % Valuation allowance 36.3 % 0.0 % Income tax provision 62.2 % 21.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 and 2019 remain open and subject to examination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 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 management’s 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, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 276,943,339 $ 276,261,596 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated 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 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
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 consolidated 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 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 December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in money market funds that invest primarily in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $334,927 of interest income from the Trust Account to pay franchise and income taxes. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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, 2020 and 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'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 income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 14,166,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company's statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares' proportionate interest. |
Reconciliation of Net Loss per Common Share | For the Period from May 24, 2019 (inception) Year Ended through December 31, December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 572,275 $ 886,588 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ 572,275 $ 886,588 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 26,160,492 26,187,830 Basic and diluted net income per share $ 0.02 $ 0.03 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income $ 127,718 $ 784,778 Net Income allocable to Common stock subject to possible redemption (572,275) (886,588) Non-Redeemable Net Loss $ (444,557) $ (101,810) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 8,214,508 7,170,375 Basic and diluted net loss per share $ (0.05) $ (0.01) |
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. |
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 consolidated balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of basic and diluted loss per common share | For the Period from May 24, 2019 (inception) Year Ended through December 31, December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 572,275 $ 886,588 Unrealized loss on marketable securities held in Trust Account — — Net Income allocable to shares subject to possible redemption $ 572,275 $ 886,588 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 26,160,492 26,187,830 Basic and diluted net income per share $ 0.02 $ 0.03 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Income $ 127,718 $ 784,778 Net Income allocable to Common stock subject to possible redemption (572,275) (886,588) Non-Redeemable Net Loss $ (444,557) $ (101,810) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 8,214,508 7,170,375 Basic and diluted net loss per share $ (0.05) $ (0.01) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 122,876 $ — Total deferred tax asset 122,876 — Valuation allowance (122,876) — Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 170,647 $ 208,612 Deferred (99,629) — State and Local Current 39,818 — Deferred (23,247) — Change in valuation allowance 122,876 — Income tax provision $ 210,465 $ 208,612 |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.9 % 0.0 % Valuation allowance 36.3 % 0.0 % Income tax provision 62.2 % 21.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Summary of assets that are measured at fair value on a recurring basis | December 31, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 276,943,339 $ 276,261,596 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Sep. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Purchase price | $ 1.50 | ||
Proceeds from sale of Units, net of underwriting discounts paid | $ 269,500,000 | ||
Proceeds from sale of Private Placement Warrants | 7,500,000 | ||
Deferred underwriting fee payable | 9,625,000 | ||
Investment of cash in Trust Account | 275,000,000 | ||
Threshold net tangible assets for entity to proceed with Business Combination | $ 5,000,001 | ||
Threshold period for redemption of the Public Shares | 10 days | ||
Maximum interest to pay dissolution expenses | $ 100,000 | ||
Redemption rights or liquidating distributions | 0 | ||
Operating bank accounts | 1,305,608 | 846,068 | |
Marketable securities held in Trust Account | $ 276,261,596 | 276,943,339 | |
Working capital | 915,185 | ||
Amount on deposit in the trust account | $ 409,908 | ||
Initial Public Offering | |||
Number of units issued | 27,500,000 | 27,500,000 | |
Purchase price | $ 10 | ||
Proceeds from sale of Units, net of underwriting discounts paid | $ 275,000,000 | ||
Transaction costs | 15,613,880 | ||
Underwriting fees | 5,500,000 | ||
Deferred underwriting fee payable | 9,625,000 | ||
Other offering costs | 488,880 | ||
Investment of cash in Trust Account | $ 275,000,000 | ||
Over-allotment option | |||
Number of units issued | 2,500,000 | ||
Purchase price | $ 10 | ||
Underwriting fees | $ 5,500,000 | ||
Deferred underwriting fee payable | $ 9,625,000 | ||
Warrants | Private Placement | |||
Purchase price | $ 1.50 | ||
Warrants to purchase shares of common stock | 5,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 7,500,000 | ||
Redemption rights or liquidating distributions | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: Earnings allocable to Common stock subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ 886,588 | $ 572,275 |
Unrealized loss on marketable securities held in Trust Account | 0 | 0 |
Net Income allocable to shares subject to possible redemption | $ 886,588 | $ 572,275 |
Denominator: Weighted Average Common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 26,187,830 | 26,160,492 |
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0.03 | $ 0.02 |
Numerator: Net Loss minus Net Earnings | ||
Net income | $ 784,778 | $ 127,718 |
Net Income attributableallocable to cCommon stock subject to possible redemption | (886,588) | (572,275) |
Non-Redeemable Net Loss | $ (101,810) | $ (444,557) |
Denominator: Weighted Average Non-Redeemable Common Stock | ||
Basic and diluted weighted average shares outstanding | 7,170,375 | 8,214,508 |
Basic and diluted net loss per share | $ (0.01) | $ (0.05) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Marketable Securities Held in Trust Account | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | $ 334,927 | |
INCOME TAX | ||
Unrecognized tax benefits | 0 | $ 0 |
Amounts accrued for interest and penalties | $ 0 | $ 0 |
Net Loss Per Common Share | ||
Exclusion of shares in calculation of diluted loss per share | 14,166,667 | |
Concentrations of Credit Risk | $ 250,000 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Sep. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Price per unit | $ 1.50 | ||
Initial Public Offering | |||
Number of units issued | 27,500,000 | 27,500,000 | |
Price per unit | $ 10 | ||
Number of common stock in each unit | 1 | ||
Number of redeemable warrant in each unit | 0.33 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Number of units issued | 2,500,000 | ||
Price per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Sep. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Purchase price | $ 1.50 | ||
Proceeds from sale of Private Placement Warrants | $ 7,500,000 | ||
Redemption rights or liquidating distributions | $ 0 | ||
Warrants | Private Placement | |||
Warrants to purchase shares of common stock | 5,000,000 | ||
Purchase price | $ 1.50 | ||
Proceeds from sale of Private Placement Warrants | $ 7,500,000 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Redemption rights or liquidating distributions | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
May 31, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | May 24, 2019USD ($) | |
RELATED PARTY TRANSACTIONS | |||||
Issuance of Founder Shares to Sponsor (in shares) | shares | 7,187,500 | ||||
Issuance of Founder Shares to Sponsor | $ | $ 25,000 | $ 25,000 | |||
Conversion of stock, ratio | 1 | ||||
Number of shares subject to forfeiture | shares | 937,500 | ||||
Number of founder Shares forfeited | shares | 312,500 | ||||
Number of founder Shares no longer subject to forfeiture | shares | 625,000 | ||||
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 180 days | ||||
Maximum borrowing under the note to cover expenses related to the Initial Public Offering | $ | $ 300,000 | ||||
Outstanding borrowings under the Promissory Note | $ | $ 231,366 | ||||
Working capital loans that may be convertible into warrants | $ | $ 1,500,000 | ||||
Price per unit | $ / shares | $ 1.50 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | Dec. 14, 2020 | Sep. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Purchase price | $ 1.50 | |||
Deferred fee | $ 9,625,000 | |||
Merger Agreement | ||||
Reference price per share | $ 10 | |||
Quotient amount | $ 356,250,000 | |||
Over-allotment option | ||||
Term for underwriters to purchase units to cover overallotments | 45 days | |||
Maximum number of shares that may be issued to underwriters | 3,750,000 | |||
Number of units issued | 2,500,000 | |||
Purchase price | $ 10 | |||
Forfeiture of option to exercise the remaining units | 1,250,000 | |||
Cash underwriting discount per unit | $ 0.20 | |||
Cash underwriting discount | $ 5,500,000 | |||
Deferred fee per unit | $ 0.35 | |||
Deferred fee | $ 9,625,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Dec. 31, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Class of Stock | |||
Conversion of stock, ratio | 1 | ||
Class A Common stock | |||
Class of Stock | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 1,363,380 | 1,319,073 | |
Common stock, shares outstanding | 1,363,380 | 1,319,073 | |
Common stock subject to possible redemption, shares at redemption value | 26,136,620 | 26,180,927 | |
Class B Common stock | |||
Class of Stock | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 6,875,000 | 6,875,000 | |
Common stock, shares outstanding | 6,875,000 | 6,875,000 | |
Conversion of stock, ratio | 1 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Fractional warrants issued | 0 |
Warrants exercisable based on number of days after the completion of a Business Combination | 30 days |
Warrants exercisable based on number of months from the closing of the Initial Public Offering | 12 months |
Warrants expiration term | 5 years |
Minimum | |
Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act | 15 days |
Maximum | |
Threshold period of business days following a Business Combination for registration of statement for the registration, under the Securities Act | 60 days |
STOCKHOLDERS' EQUITY - Redempti
STOCKHOLDERS' EQUITY - Redemption of Warrants (Details) | 12 Months Ended |
Dec. 31, 2020D$ / shares | |
Class of Stock | |
Price per warrant for redemption | $ 0.01 |
Period of prior written notice for redemption of warrant for cash | 30 days |
Period of prior written notice for redemption of warrant for shares | 30 days |
Minimum stock price for redemption of warrant for cash | $ 18 |
Minimum stock price for redemption of warrant for shares | $ 10 |
Number of trading days within a 30-trading day period when the common stock equals or exceeds $18.00 per share | D | 30 |
Number of consecutive trading days where in any 20 days the common stock equals or exceeds $18.00 per share | D | 20 |
Purchase price | $ 1.50 |
Adjustment percentage on the exercise price of the warrants | 115.00% |
Adjustment percentage on the newly issued price | 180.00% |
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 180 days |
Class A Common stock | |
Class of Stock | |
Purchase price | $ 9.20 |
Term for restriction from transfer, assign or sell Shares after the completion of a Business Combination | 30 days |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 122,876 | $ 0 |
Total deferred tax asset | 122,876 | 0 |
Valuation allowance | (122,876) | 0 |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | |||
Current | $ 170,647 | $ 208,612 | |
Deferred | (99,629) | 0 | |
State and Local | |||
Current | 39,818 | 0 | |
Deferred | (23,247) | 0 | |
Change in valuation allowance | $ 0 | 122,876 | 0 |
Income tax provision | $ 208,612 | $ 210,465 | $ 208,612 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 4.90% | 0.00% |
Valuation allowance | 36.30% | 0.00% |
Income tax provision | 62.20% | 21.00% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | |||
Change in valuation allowance | $ 0 | $ 122,876 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 7 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Assets: | ||
Stock Repurchased and Retired During Period, Value | $ 0 | |
Measured on a recurring basis | Level 1 | ||
Assets: | ||
Marketable securities held in Trust Account | $ 276,261,596 | $ 276,943,339 |