Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2020 | Oct. 26, 2020 | |
Document Information | ||
Document Type | 10-Q | |
Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | Therapeutics Acquisition Corp. | |
Title of 12(b) Security | Class A common stock | |
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 Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001811764 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Trading Symbol | txac | |
Class A common stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 14,041,400 | |
Class B common stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 3,392,500 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2020USD ($) |
Current assets: | |
Cash | $ 1,141,327 |
Prepaid expenses | 123,817 |
Total current assets | 1,265,144 |
Marketable securities held in Trust Account | 135,702,974 |
Total Assets | 136,968,118 |
Current liabilities: | |
Accounts payable | 5,186 |
Accrued expenses | 46,548 |
Total current liabilities | 51,734 |
Deferred underwriting commissions payable | 4,749,500 |
Total liabilities | 4,801,234 |
Commitments and Contingencies | |
Class A Common stock subject to possible redemption, 12,716,688, shares at $10.00 per share | 127,166,880 |
Stockholders' Equity | |
Additional paid-in capital | 5,184,241 |
Accumulated deficit | (184,708) |
Total Stockholders' Equity | 5,000,004 |
Total Liabilities and Stockholders' Equity | 136,968,118 |
Class A common stock | |
Stockholders' Equity | |
Common stock | 132 |
Total Stockholders' Equity | 132 |
Class B common stock | |
Stockholders' Equity | |
Common stock | 339 |
Total Stockholders' Equity | $ 339 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2020$ / sharesshares |
Class A Common stock subject to possible redemption, shares | 12,716,688 |
Class A Common stock subject to possible redemption, redemption price per share (in dollars per share) | $ / shares | $ 10 |
Class A common stock | |
Class A Common stock subject to possible redemption, shares | 12,716,688 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 1,324,712 |
Common stock, shares outstanding | 1,324,712 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 3,392,500 |
Common stock, shares outstanding | 3,392,500 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Formation and operating costs | $ 168,313 | $ 187,682 |
Loss from operations | (168,313) | (187,682) |
Other income: | ||
Interest income earned on the Trust Account | 2,974 | 2,974 |
Net loss | $ (165,339) | $ (184,708) |
Class A common stock | ||
Other income: | ||
Weighted average shares outstanding, basic and diluted | 13,570,000 | 13,570,000 |
Basic and diluted net loss per share | $ 0 | $ 0 |
Class B common stock | ||
Other income: | ||
Weighted average shares outstanding, basic and diluted | 3,812,661 | 3,622,588 |
Basic and diluted net loss per share | $ (0.04) | $ (0.05) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockPrivate Placement | Class A common stock | Class B common stock | Private PlacementAdditional Paid-In Capital | Private Placement | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Apr. 14, 2020 | $ 0 | |||||||
Changes in Stockholders' Equity | ||||||||
Issuance of common stock to Sponsor | 0 | $ 339 | $ 24,661 | $ 25,000 | ||||
Issuance of common stock to Sponsor (in shares) | 3,392,500 | |||||||
Net loss | $ (19,369) | (19,369) | ||||||
Ending balance at Jun. 30, 2020 | 0 | $ 339 | 24,661 | (19,369) | 5,631 | |||
Ending balance (in shares) at Jun. 30, 2020 | 3,392,500 | |||||||
Beginning balance at Apr. 14, 2020 | 0 | |||||||
Changes in Stockholders' Equity | ||||||||
Net loss | (184,708) | |||||||
Ending balance at Sep. 30, 2020 | $ 132 | $ 339 | 5,184,241 | (184,708) | 5,000,004 | |||
Ending balance (in shares) at Sep. 30, 2020 | 1,324,712 | 3,392,500 | ||||||
Beginning balance at Jun. 30, 2020 | $ 0 | $ 339 | 24,661 | (19,369) | 5,631 | |||
Beginning balance (in shares) at Jun. 30, 2020 | 3,392,500 | |||||||
Changes in Stockholders' Equity | ||||||||
Issuance of common stock to Sponsor | $ 1,357 | $ 47 | $ 127,611,235 | $ 127,612,592 | 4,713,953 | 4,714,000 | ||
Issuance of common stock to Sponsor (in shares) | 13,570,000 | 471,400 | ||||||
Class A Common Stock subject to possible redemption | $ (1,272) | (127,165,608) | (127,166,880) | |||||
Class A Common Stock subject to possible redemption (in shares) | (12,716,688) | |||||||
Net loss | (165,339) | (165,339) | ||||||
Ending balance at Sep. 30, 2020 | $ 132 | $ 339 | $ 5,184,241 | $ (184,708) | $ 5,000,004 | |||
Ending balance (in shares) at Sep. 30, 2020 | 1,324,712 | 3,392,500 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 3 Months Ended |
Sep. 30, 2020USD ($) | |
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | |
Net issuance costs | $ 8.1 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities | |
Net loss | $ (184,708) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,974) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (123,817) |
Accounts payable and accrued expenses | 51,734 |
Net cash provided by used in operating activities | (259,765) |
Cash Flows from Investing Activities : | |
Principal deposited in Trust Account | (135,700,000) |
Net cash used in investing activities | (135,700,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor in a Private Placement, gross | 4,714,000 |
Proceeds from issuance of Class A redeemable common stock, net of issuance costs, gross | 135,700,000 |
Proceeds from issuance of Class B Common Stock, gross | 25,000 |
Payment of offering costs | (3,337,908) |
Proceeds from related party note | 277,687 |
Repayment of related party note | (277,687) |
Net cash provided by financing activities | 137,101,092 |
Net Change in Cash | 1,141,327 |
Cash - end of the period | 1,141,327 |
Non-cash investing and financing activities: | |
Deferred underwriting commissions payable in connection with the initial public offering | 4,749,500 |
Initial classification of Class A common stock subject to possible redemption | 127,365,550 |
Change in value of Class A common stock subject to possible redemption | $ 198,670 |
Organization, Business Operatio
Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Sep. 30, 2020 | |
Organization, Business Operations and Basis of Presentation | |
Organization, Business Operations and Basis of Presentation | 1. Organization, Business Operations and Basis of Presentation Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (the "Company") is a blank check company incorporated on April 15, 2020 (inception) as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the healthcare industry. In particular, the Company will target companies in the biotechnology sector where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from April 15, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the initial public offering (the "Initial Public Offering") described below, and since offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, the Company consummated the Initial Public Offering, and sold 13,570,000 shares of Class A common stock for $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions (Note 5). Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 471,400 shares of Class A Common Stock (the "Private Placement Shares") at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $4.7 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial 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 common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has not consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to the Company’s stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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 of 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering, $135,700,000 ($10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account ("Trust Account"), located in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 and (ii) the distribution of the assets held in the Trust Account as described below. The Company will provide the holders of its outstanding shares of Class A common stock, par value $0.0001 (the "Class A common stock"), sold in the Initial Public Offering (the "Stockholders") with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) 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 Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to 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 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and 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 second 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. Additionally, each 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 in connection with a Business Combination, the Company’s Sponsor, directors and executive officers have agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Company’s Sponsor, directors and executive officers have agreed to waive its redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares owned by it in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s second amended and restated certificate of incorporation provides that a 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 shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (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 income taxes (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 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, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company’s obligations to provide for claims of creditors and the requirements of other applicable law. The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act 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 (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. 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. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 15, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on July 9, 2020 and with the audited balance sheet included in the Form 8‑K filed by the Company with the SEC on July 16, 2020. 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 auditor 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 an emerging growth 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. Liquidity and Capital Resources The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had $1.1 million in its operating bank account, and working capital of approximately $1.2 million. Prior to the completion of the Initial Public Offering, the Company's liquidity needs had been satisfied through the capital contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a loan of up to $300,000 pursuant to the Note issued to the Sponsor, which was repaid on August 7, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company's liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, the Company believes that it will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Net Income (loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the private placement shares to purchase 471,400 shares of Class A common stock in the calculation of diluted income per share, as the Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to these shares. The Company’s condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $2,974 for the three month and inception to date period ended September 30, 2020, by the weighted average number of Class A redeemable common stock of 13,570,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock (the “Class B common stock”), including the 471,400 private placement shares, for the three months ended September 30, 2020 is calculated by dividing the net loss of $165,339, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the period. Net loss per common share, basic and diluted, for Class B common stock for the inception to date period ended September 30, 2020 is calculated by dividing the net loss of $184,708, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. 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.” 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, at September 30, 2020, the 12,716,688 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ 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 had no cash equivalents as of September 30, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering in July 2020. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2020. The Company’s currently taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for the period from April 15, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for three months ended September 30, 2020 and for the period from April 15, 2020 (inception) through September 30, 2020 was 0%, which differs from the expected income tax rate due to start-up costs (discussed above) which are not currently deductible. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of September 30, 2020. 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 U.S. federal, U.S. state or foreign taxing authorities in the area 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 U.S. federal, U.S. state and foreign 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On July 10, 2020, pursuant to the Initial Public Offering, the Company sold 13,570,000 shares of Class A common stock (the “Public Shares”), including the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $135.7 million. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On April 30, 2020, the Sponsor paid $25,000 in consideration for 2,875,000 shares (the "Founder Shares") of the Company’s common stock, par value $0.0001 per share (the "common stock"). On July 8, 2020 the Company effected a 1:1.18 stock split resulting in the initial stockholders holding 3,392,500 Founder Shares, of which up to an aggregate of 442,500 shares were subject to forfeiture. Unless the context otherwise implies, all share and per-share amounts in these financial statements have been retroactively restated to reflect the stock split. The Company filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares were no longer subject to forfeiture. The Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Shares Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2020, 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 noninterest bearing, unsecured and due on the date the Company consummates the Initial Public Offering or the date on which the Company determines not to conduct the Initial Public Offering. The Company borrowed approximately $277,687 under the Note, and fully repaid the Note in full in July 2020. 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 is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share. As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan. Private Placement of Common Stock The Sponsor has indicated an interest to purchase $25.0 million of the Company’s common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and "piggyback" registration and stockholder rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,770,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on July 10, 2020. The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholder's Equity | Note 6 — Stockholders’ Equity Class A common stock – The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020, there was 14,041,400 Class A shares issued and outstanding, including 12,716,688 subject to possible redemption. Class B common stock – The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,392,500 shares of common stock that were outstanding became shares of Class B common stock, of which 442,500 share were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company's issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on July 10, 2020; thus these Founder Shares were no longer subject to forfeiture. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. 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 this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future 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 completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement shares). The Company’s Sponsor 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. Preferred stock – The Company is authorized to issue 1,000,000 shares of preferred stock 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 September 30, 2020, there was no preferred stock outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 – Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description September 30, 2020 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Marketable securities held in Trust Account $ 135,702,974 $ 135,702,974 $ - $ - Total $ 135,702,974 $ 135,702,974 $ - $ - Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended September 30, 2020 and for the period from April 15, 2020 (inception) through September 30, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred through the date that the financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. 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. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 15, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on July 9, 2020 and with the audited balance sheet included in the Form 8‑K filed by the Company with the SEC on July 16, 2020. |
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 auditor 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 an emerging growth 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. |
Liquidity and Capital Resources | Liquidity and Capital Resources The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had $1.1 million in its operating bank account, and working capital of approximately $1.2 million. Prior to the completion of the Initial Public Offering, the Company's liquidity needs had been satisfied through the capital contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a loan of up to $300,000 pursuant to the Note issued to the Sponsor, which was repaid on August 7, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company's liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, the Company believes that it will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Net Income (loss) Per Share of Common Stock | Net Income (loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the private placement shares to purchase 471,400 shares of Class A common stock in the calculation of diluted income per share, as the Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to these shares. The Company’s condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $2,974 for the three month and inception to date period ended September 30, 2020, by the weighted average number of Class A redeemable common stock of 13,570,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock (the “Class B common stock”), including the 471,400 private placement shares, for the three months ended September 30, 2020 is calculated by dividing the net loss of $165,339, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the period. Net loss per common share, basic and diluted, for Class B common stock for the inception to date period ended September 30, 2020 is calculated by dividing the net loss of $184,708, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
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.” 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, at September 30, 2020, the 12,716,688 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Use of Estimates | Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ 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 had no cash equivalents as of September 30, 2020. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering in July 2020. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2020. The Company’s currently taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for the period from April 15, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for three months ended September 30, 2020 and for the period from April 15, 2020 (inception) through September 30, 2020 was 0%, which differs from the expected income tax rate due to start-up costs (discussed above) which are not currently deductible. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of September 30, 2020. 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 U.S. federal, U.S. state or foreign taxing authorities in the area 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 U.S. federal, U.S. state and foreign 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description September 30, 2020 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Marketable securities held in Trust Account $ 135,702,974 $ 135,702,974 $ - $ - Total $ 135,702,974 $ 135,702,974 $ - $ - |
Organization, Business Operat_2
Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Jul. 10, 2020 | Jul. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Initial Public Offering | ||||
Share price | $ 10 | $ 10 | $ 10 | $ 10 |
Proceeds from issuance of shares | $ 135,700,000 | |||
Net issuance costs | $ 8,100,000 | |||
Minimum closing price of company's common stock per share | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 20 days | |||
Threshold specified trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 30 days | |||
Threshold specified trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 150 days | |||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||
Minimum percentage of aggregate fair market value of assets | 80.00% | |||
Ownership interest to be acquired on post-transaction company | 50.00% | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Per share value of residual assets | $ 10 | |||
Class A common stock | ||||
Initial Public Offering | ||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Public Offering | ||||
Initial Public Offering | ||||
Number of shares issued | 13,570,000 | |||
Share price | $ 10 | $ 10 | ||
Proceeds from issuance of shares | $ 135,700,000 | |||
Net issuance costs | 8,100,000 | |||
Deferred underwriting commissions | $ 4,800,000 | $ 4,800,000 | ||
Public Offering | Class A common stock | ||||
Initial Public Offering | ||||
Number of shares issued | 13,570,000 | |||
Share price | $ 10 | $ 10 | ||
Proceeds from issuance of shares | $ 135,700,000 | |||
Private Placement | ||||
Initial Public Offering | ||||
Number of shares issued | 471,400 | |||
Share price | $ 10 | $ 10 | ||
Proceeds from issuance of shares | $ 4,700,000 | |||
Over-allotment | Class A common stock | ||||
Initial Public Offering | ||||
Number of shares issued | 1,770,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Apr. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 |
Significant Accounting Policies [Line Items] | ||||
Amount in operating bank account | $ 1,141,327 | $ 1,141,327 | ||
Working capital | 1,200,000 | |||
Capital contribution | 4,714,000 | $ 25,000 | ||
Interest income earned on the Trust Account | 2,974 | 2,974 | ||
Net loss | $ (165,339) | (19,369) | $ (184,708) | |
Class A Common stock subject to possible redemption, shares outstanding | 12,716,688 | 12,716,688 | ||
Cash and cash equivalents | $ 0 | $ 0 | ||
Private Placement | ||||
Significant Accounting Policies [Line Items] | ||||
Number of class A shares excluded in the calculation of diluted income per share | 471,400 | |||
Sponsor | ||||
Significant Accounting Policies [Line Items] | ||||
Capital contribution | $ 25,000 | $ 25,000 | ||
Related party loan on notes issued | 300,000 | |||
Working capital loan | 0 | $ 0 | ||
Class A common stock | ||||
Significant Accounting Policies [Line Items] | ||||
Capital contribution | $ 47 | 0 | ||
Weighted average shares outstanding, basic and diluted | 13,570,000 | 13,570,000 | ||
Class A Common stock subject to possible redemption, shares outstanding | 12,716,688 | 12,716,688 | ||
Class B common stock | ||||
Significant Accounting Policies [Line Items] | ||||
Capital contribution | $ 339 | |||
Weighted average shares outstanding, basic and diluted | 3,812,661 | 3,622,588 | ||
Income attributable to Class A redeemable common stock used in calculation of net loss per common share, basic and diluted | $ 2,974 | $ 2,974 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Income Taxes (Details) | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Income tax expense | $ 0 |
Effective tax rate | 0.00% |
Unrecognized tax benefits | $ 0 |
Amounts accrued for the payment of interest and penalties | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 10, 2020 | Jul. 10, 2020 | Sep. 30, 2020 |
Initial Public Offering | |||
Price per share | $ 10 | $ 10 | $ 10 |
Proceeds from issuance of shares | $ 135,700,000 | ||
Public Offering | |||
Initial Public Offering | |||
Number of units sold | 13,570,000 | ||
Price per share | $ 10 | $ 10 | |
Proceeds from issuance of shares | $ 135,700,000 | ||
Public Offering | Class A common stock | |||
Initial Public Offering | |||
Number of units sold | 13,570,000 | ||
Price per share | $ 10 | $ 10 | |
Proceeds from issuance of shares | $ 135,700,000 | ||
Over-allotment | Class A common stock | |||
Initial Public Offering | |||
Number of units sold | 1,770,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jul. 08, 2020shares | Apr. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares |
Related Party Transactions | |||||
Capital contribution | $ | $ 4,714,000 | $ 25,000 | |||
Stock split | 1.18 | 1 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Sponsor | |||||
Related Party Transactions | |||||
Number of shares issued (in shares) | 2,875,000 | ||||
Capital contribution | $ | $ 25,000 | $ 25,000 | |||
Capital contribution (in dollars per share) | $ / shares | $ 0.0001 | ||||
Number of shares held (in shares) | 3,392,500 | ||||
Number of shares subject to forfeiture (in shares) | 442,500 | ||||
Class B common stock | |||||
Related Party Transactions | |||||
Number of shares issued (in shares) | 3,392,500 | ||||
Capital contribution | $ | $ 339 | ||||
Number of shares subject to forfeiture (in shares) | 442,500 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - Private Placement - Sponsor - USD ($) $ / shares in Units, $ in Millions | Jul. 10, 2020 | Sep. 30, 2020 |
Related Party Transactions | ||
Shares issued | 471,400 | |
Price Per Share | $ 10 | |
Consideration received | $ 4.7 | $ 25 |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
Related Party Transaction - Oth
Related Party Transaction - Other Transactions (Details) - USD ($) | Apr. 30, 2020 | Sep. 30, 2020 |
Related Party Transactions | ||
Proceeds from related party note | $ 277,687 | |
Sponsor | ||
Related Party Transactions | ||
Working capital loan | 0 | |
Sponsor Loans | ||
Related Party Transactions | ||
Proceeds from related party note | $ 300,000 | |
Working Capital Loans | ||
Related Party Transactions | ||
Loans convertible into warrants | $ 1,500,000 | |
Price of warrants (in dollars per share) | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Over-allotment - Class A common stock $ / shares in Units, $ in Millions | 6 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Commitments and Contingencies | |
Underwriting option period | 45 days |
Shares issued underwriters | shares | 1,770,000 |
Issue price per share | $ 10 |
Underwriting discount per share | $ 0.20 |
Underwriting discount | $ | $ 2.7 |
Additional fee per share | $ 0.35 |
Additional fee | $ | $ 4.8 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Jul. 08, 2020shares | Sep. 30, 2020$ / sharesshares |
Common Stock | ||
Class A Common stock subject to possible redemption, shares outstanding | 12,716,688 | |
Stock split | 1.18 | 1 |
Minimum percentage, shares held by sponsors post public offering | 20.00% | |
Sponsor | ||
Common Stock | ||
Number of shares subject to forfeiture (in shares) | 442,500 | |
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | |
Class A common stock | ||
Common Stock | ||
Common shares, shares authorized (in shares) | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Shares issued, including shares subject to possible redemption (in shares) | 14,041,400 | |
Shares outstanding, including shares subject to possible redemption (in shares) | 14,041,000 | |
Common shares, shares outstanding (in shares) | 1,324,712 | |
Class A Common stock subject to possible redemption, shares outstanding | 12,716,688 | |
Common shares, votes per share | $ / shares | $ 1 | |
Class B common stock | ||
Common Stock | ||
Common shares, shares authorized (in shares) | 10,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, shares outstanding (in shares) | 3,392,500 | |
Common shares, votes per share | $ / shares | $ 1 | |
Number of shares subject to forfeiture (in shares) | 442,500 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Sep. 30, 2020shares |
Preferred Stock | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares outstanding | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Apr. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets level 1 to level 2 transfers | $ 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | ||
Fair value assets transferred into (out of) level 3 | $ 0 | $ 0 | 0 |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 135,702,974 | ||
Recurring | Marketable securities held in Trust Account | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 135,702,974 | ||
Recurring | Quoted Prices in Active Markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 135,702,974 | ||
Recurring | Quoted Prices in Active Markets (Level 1) | Marketable securities held in Trust Account | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 135,702,974 |