Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Sep. 30, 2020 | Dec. 30, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | OTR Acquisition Corp. | |
Entity Current Reporting Status | Yes | |
Transition Report | true | |
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 | 0001821318 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,630,179 | |
Trading Symbol | OTRA | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,611,838 | |
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | ||
Document Information [Line Items] | ||
Trading Symbol | OTRAU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable | ||
Document Information [Line Items] | ||
Trading Symbol | OTRAW | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Sep. 30, 2020USD ($) | |
Current assets | ||
Cash | $ 25,000 | |
Deferred offering costs associated with initial public offering | 183,522 | |
Total Assets | 208,522 | |
Current liabilities | ||
Accrued expenses | 8,500 | |
Promissory note - related party | 185,701 | |
Total Liabilities | 194,201 | |
Commitments and Contingencies | ||
Stockholder's Equity | ||
Additional paid-in capital | 24,712 | |
Accumulated deficit | (10,679) | |
Total Shareholder's Equity | 14,321 | |
Total Liabilities and Stockholder's Equity | 208,522 | |
Class B ordinary shares | ||
Stockholder's Equity | ||
Common stock | 288 | [1],[2] |
Total Shareholder's Equity | $ 288 | |
[1] | On October 25, 2020 and November 17, 2020, OTR Acquisition Sponsor LLC (the “Sponsor”) surrendered 3,881,250 and 431,250 Class B common shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). | |
[2] | This number includes up to 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - USD ($) | Dec. 21, 2020 | Nov. 19, 2020 | Nov. 17, 2020 | Oct. 25, 2020 | Nov. 16, 2020 | Oct. 24, 2020 | Sep. 30, 2020 | Aug. 03, 2020 |
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Preferred stock, shares issued | 0 | |||||||
Preferred stock, shares outstanding | 0 | |||||||
Over-allotment | ||||||||
Number of units issued | 447,350 | |||||||
Subsequent event | ||||||||
Shares subject to forfeiture | 263,162 | |||||||
Class A ordinary shares | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, shares authorized | 100,000,000 | |||||||
Common stock, shares issued | 0 | |||||||
Common stock, shares outstanding | 0 | |||||||
Class B ordinary shares | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, shares authorized | 10,000,000 | |||||||
Common stock, shares issued | 2,875,000 | |||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | ||||||
Class B ordinary shares | Over-allotment | ||||||||
Shares subject to forfeiture | 375,000 | |||||||
Class B ordinary shares | Sponsor | ||||||||
Common stock, shares outstanding | 7,187,500 | |||||||
Class B ordinary shares | Subsequent event | Over-allotment | ||||||||
Common stock, shares issued | 2,611,838 | 2,611,838 | ||||||
Common stock, shares outstanding | 2,611,838 | |||||||
Shares subject to forfeiture | 375,000 | |||||||
Number of units issued | 447,350 | |||||||
Number of shares forfeited | 263,162 | |||||||
Class B ordinary shares | Subsequent event | Sponsor | ||||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | 3,306,250 | 3,306,250 | ||||
Shares surrendered | 431,250 | 3,881,250 | ||||||
Consideration for shares surrender | $ 0 | $ 0 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 2 Months Ended | |
Sep. 30, 2020USD ($)$ / sharesshares | ||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | ||
General and administrative expenses | $ 10,679 | |
Net loss | $ (10,679) | |
Weighted average shares outstanding, basic and diluted(1)(2) | shares | 2,611,838 | [1],[2] |
Basic and diluted net loss per Class B common stock | $ / shares | $ 0 | |
[1] | Excludes up to 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). | |
[2] | On October 25, 2020 and November 17, 2020, the Sponsor surrendered 3,881,250 and 431,250 Class B common shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | Dec. 21, 2020 | Nov. 19, 2020 | Nov. 17, 2020 | Oct. 25, 2020 | Nov. 16, 2020 | Oct. 24, 2020 | Sep. 30, 2020 | Aug. 03, 2020 |
Subsequent event | ||||||||
Shares subject to forfeiture | 263,162 | |||||||
Over-allotment | ||||||||
Number of units issued | 447,350 | |||||||
Class B ordinary shares | ||||||||
Common stock, shares issued | 2,875,000 | |||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | ||||||
Class B ordinary shares | Sponsor | ||||||||
Common stock, shares outstanding | 7,187,500 | |||||||
Class B ordinary shares | Subsequent event | Sponsor | ||||||||
Shares surrendered | 431,250 | 3,881,250 | ||||||
Consideration for shares surrender | $ 0 | $ 0 | ||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | 3,306,250 | 3,306,250 | ||||
Class B ordinary shares | Over-allotment | ||||||||
Shares subject to forfeiture | 375,000 | |||||||
Class B ordinary shares | Over-allotment | Subsequent event | ||||||||
Shares subject to forfeiture | 375,000 | |||||||
Number of shares were forfeited | 263,162 | |||||||
Number of units issued | 447,350 | |||||||
Common stock, shares issued | 2,611,838 | 2,611,838 | ||||||
Common stock, shares outstanding | 2,611,838 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 2 months ended Sep. 30, 2020 - USD ($) | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Jul. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jul. 23, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | [1],[2] | $ 288 | 24,712 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | [1],[2] | 2,875,000 | |||
Net loss | (10,679) | (10,679) | |||
Balance at the end at Sep. 30, 2020 | $ 288 | $ 24,712 | $ (10,679) | $ 14,321 | |
Balance at the end (in shares) at Sep. 30, 2020 | 2,875,000 | ||||
[1] | On October 25, 2020 and November 17, 2020, OTR Acquisition Sponsor LLC (the “Sponsor”) surrendered 3,881,250 and 431,250 Class B common shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). | ||||
[2] | This number includes up to 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - USD ($) | Dec. 21, 2020 | Nov. 19, 2020 | Nov. 17, 2020 | Oct. 25, 2020 | Nov. 16, 2020 | Oct. 24, 2020 | Sep. 30, 2020 | Aug. 03, 2020 |
Subsequent event | ||||||||
Shares subject to forfeiture | 263,162 | |||||||
Over-allotment | ||||||||
Number of units issued | 447,350 | |||||||
Class B ordinary shares | ||||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | ||||||
Common stock, shares issued | 2,875,000 | |||||||
Class B ordinary shares | Sponsor | ||||||||
Common stock, shares outstanding | 7,187,500 | |||||||
Class B ordinary shares | Sponsor | Subsequent event | ||||||||
Shares surrendered | 431,250 | 3,881,250 | ||||||
Consideration for shares surrender | $ 0 | $ 0 | ||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | 3,306,250 | 3,306,250 | ||||
Class B ordinary shares | Over-allotment | ||||||||
Shares subject to forfeiture | 375,000 | |||||||
Class B ordinary shares | Over-allotment | Subsequent event | ||||||||
Shares subject to forfeiture | 375,000 | |||||||
Common stock, shares outstanding | 2,611,838 | |||||||
Number of units issued | 447,350 | |||||||
Number of shares forfeited | 263,162 | |||||||
Common stock, shares issued | 2,611,838 | 2,611,838 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 2 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (10,679) |
Changes in operating assets and liabilities: | |
Accrued expenses | 8,500 |
Net cash used in operating activities | (2,179) |
Cash flows from financing activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from issuance of note payable to Sponsor | 185,701 |
Deferred offering costs paid | (183,522) |
Net cash provided by financing activities | 27,179 |
Net Change in Cash | 25,000 |
Cash - Beginning of period | 0 |
Cash - End of period | 25,000 |
Non-cash investing and financing activities: | |
Deferred offering costs paid through promissory note - related party | 183,522 |
Formation costs paid through promissory note - related party | $ 2,179 |
ORGANIZATION AND PLAN OF BUSINE
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | 2 Months Ended |
Sep. 30, 2020 | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS OTR Acquisition Corp . (the “Company”) was incorporated in Delaware on July 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts to focus initially identifying businesses within North America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from July 23, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below. 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 from the proceeds derived from the Initial Public Offering held in the Trust Account (defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 17, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100.0 million, and incurring offering costs (inclusive of the partial exercise of the underwriters’ over-allotment option on November 19, 2020) of approximately $7.1 million, including $1.31 million of underwriting discount and $3.4 million in deferred underwriting commissions (Note 6). The underwriters were granted a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On November 19, 2020, the underwriters partially exercised their over-allotment option resulting in the purchase of an additional 447,350 Units, resulting in incremental gross proceeds of approximately $4.5 million. The underwriters waived their right to exercise the remaining over-allotment option on December 21, 2020. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,650,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5.7 million. In connection with the partial exercise of the underwriters’ over-allotment option, the Sponsor purchased an additional 167,757 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $167,757 (Note 4). Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement Warrants sold in connection with the partial exercise of the underwriters’ over-allotment option), $107.1 million ($10.25 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The funds in the Trust Account can only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an initial Business Combination and (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 an initial 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 operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account ( excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account ) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in the Trust Account. 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 its initial 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 its initial Business Combination or conduct a tender offer will be made by the Company. The public 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 $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of an initial Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, Topic 480 “Distinguishing Liabilities from Equity.” The Company will only proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares are voted in favor of the initial Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other 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 SEC and file tender offer documents with the SEC prior to completing an initial Business Combination. If, however, stockholder approval of the initial Business Combination is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the SEC’s proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased by the Sponsor during or after the Initial Public Offering in favor of approving the initial Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of an initial 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 its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 18 months from the closing of the Initial Public Offering to complete an initial Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest 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), 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 an initial Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or 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 the lesser of (1) $10.25 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per share due to reductions in the value of the trust assets, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply 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 the Company’s independent registered public accounting firm), prospective target businesses and 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. Going Concern Consideration As of September 30, 2020, the Company had $25,000 in its operating bank and working capital deficit of $169,201. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Promissory Note (as defined below) and advancement of funds from a related party of approximately $185,701 (see Note 4) to the Company to cover offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Promissory Note on November 19, 2020. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial stockholders, and their affiliates, may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of November 19, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its 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 initial Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 ─ SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. 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 of 2002, 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholder’s equity upon the completion of the Initial Public Offering. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 263,162 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). These 263,162 shares were subsequently forfeited due to the underwriters waiver on December 21, 2020 of their right to exercising the outstanding over-allotment option (see Note 5). As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share of common share is the same as basic loss per share of common stock for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from July 23, 2020 (inception) through September 30, 2020. Recent Accounting Standards 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 | 2 Months Ended |
Sep. 30, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 ─ INITIAL PUBLIC OFFERING On November 19, 2020, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100.0 million, and incurring offering costs (inclusive of the partial exercise of the underwriters’ over-allotment option on November 19, 2020) of approximately $7.1 million, including $1.31 million of underwriting discount and $3.4 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). 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 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On November 19, 2020, the underwriters partially exercised their over-allotment option resulting in the purchase of an additional 447,350 Units, resulting in incremental gross proceeds of approximately $4.5 million. The underwriters waived their right to exercise the remaining over-allotment option on December 21, 2020. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 2 Months Ended |
Sep. 30, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 ─ PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,650,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5.7 million. The Private Placement Warrants will be non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (subject to certain exceptions). In connection with the partial exercise of the underwriter’s over-allotment option, the Sponsor purchased an additional 167,757 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $167,757. The proceeds from the sale of 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 held in the Trust Account 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 2 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 ─ RELATED PARTY TRANSACTIONS Founder Shares During the period from July 23, 2020 (inception) through September 30, 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On October 25, 2020, the Sponsor surrendered 3,881,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 3,306,250. A further surrender of 431,250 Class B common shares was effected on November 17, 2020 by the Sponsor to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the surrenders of such shares. The Founder Shares included an aggregate of up to 375,000 Class B common stock subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding, representing 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. Founder Shares are subject to a lock-up until the earlier of (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period 150 days after the initial Business Combination, the Founder Shares will be released from such lock-up. Promissory Note – Related Party On July 23, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could have borrowed up to an aggregate principal amount of $300,000, of which $185,701 was outstanding under the Promissory Note as September 30, 2020. The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. The total outstanding balance was paid in full on November 19, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. The Working Capital Loans would either be repaid upon consummation of an initial Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. Such warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company will pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 2 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 ─ COMMITMENTS AND CONTINGENCIES 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. Registration Rights 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to certain registration rights pursuant to a registration rights agreement entered into on November 17, 2020, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to any registration statements filed subsequent to the completion of an initial Business Combination. 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 Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised the over-allotment option on November 19, 2020. The underwriters waived their right to exercise the remaining over-allotment option on December 21, 2020. The underwriters were entitled to an underwriting discount of $0.125 per unit, or $1.31 million in the aggregate (reflecting the partial exercise by the underwriters of their over-allotment option), paid at the closing of the Initial Public Offering. $0.325 per unit, or $3.34 million in the aggregate (reflecting the partial exercise by the underwriters of their over-allotment option), will be payable to the underwriters for deferred underwriting commissions. 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 an initial Business Combination, subject to the terms of the underwriting agreement. Representative’s Common Stock The Company issued to Maxim Partners LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering, 182,829 shares of Class A common stock upon the consummation of the Initial Public Offering (reflecting the partial exercise by the underwriters of their over-allotment option). Maxim agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the Initial Public Offering. Such shares are subject to a lockup for 180 days from the closing of the Initial Public Offering pursuant to certain FINRA rules. Based on the Initial Public Offering price of $10.00 per Unit, the fair value of the 182,829 shares of Class A common stock was $1,828,290, which was an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity upon the completion of the Initial Public Offering. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 2 Months Ended |
Sep. 30, 2020 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 7 ─ STOCKHOLDER’S EQUITY Common Stock Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per preferred share. As of September 30, 2020, there were no preferred shares 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. As of September 30, 2020, there were no shares of Class A common stock issued or outstanding. 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 the Class B common stock are entitled to one vote for each share. On August 3, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor. On October 25, 2020, the Sponsor surrendered 3,881,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 3,306,250. A further surrender of 431,250 Class B common shares was effected on November 17, 2020 by the Sponsor to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrenders. Of the 2,875,000 shares outstanding, up to an additional 375,000 shares were subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option to purchase additional units was not exercised in full or in part, so that the shares of Class B common stock will represent 20.0% of the Company’s issued and outstanding common stock after the Initial Public Offering. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). Holders of Class A common stock and holders of Class B common stock, will vote together as a single class for the election of directors on all other matters submitted to a vote of the Company’s stockholder, except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial 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 closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination. In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In no event will the Class B common stock convert into Class A common stock at a rate of less than one to one. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares of Class A common stock will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an initial Business Combination and (b) 12 months from the closing of the Initial Public Offering. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 —once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: · in whole and not in part; · at a price of $0.01 per Public Warrant; · upon not less than 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). In addition, if (x) the Company issues additional shares of common stock or equity- linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above in this section will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) 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 an initial Business Combination, subject to certain limited exceptions, (y) 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 and (z) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 2 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 ─ SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as described in these unaudited condensed financial statements in relation to the Initial Public Offering (Note 3) and the related transactions, the issuance of Private Placement Warrants (Note 4), and repayment of the Promissory Note (Note 5), the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 2 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
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 of 2002, 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholder’s equity upon the completion of the Initial Public Offering. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at September 30, 2020 were reduced for the effect of an aggregate of 263,162 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). These 263,162 shares were subsequently forfeited due to the underwriters waiver on December 21, 2020 of their right to exercising the outstanding over-allotment option (see Note 5). As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share of common share is the same as basic loss per share of common stock for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from July 23, 2020 (inception) through September 30, 2020. |
Recent Accounting Standards | Recent Accounting Standards 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. |
ORGANIZATION AND PLAN OF BUSI_2
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($) | Nov. 19, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | ||||
Maximum number of units to be issued | 1,500,000 | ||||
Share price | $ 9.20 | $ 9.20 | $ 9.20 | ||
Underwriting discount | $ 1,310,000 | ||||
Deferred underwriting commissions | 3,340,000 | ||||
Amount in operating bank | $ 25,000 | $ 25,000 | $ 25,000 | ||
Working capital deficit | 169,201 | 169,201 | 169,201 | ||
Aggregate purchase price | 25,000 | 25,000 | [1],[2] | ||
Promissory note - related party | 185,701 | 185,701 | 185,701 | ||
Assets held in trust | $ 107,100,000 | ||||
Assets held in trust, Price per Unit | $ 10.25 | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||
Additional period to consummate business combination | 1 year | ||||
Subsequent event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share price | $ 10.25 | ||||
Related Party Loans | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Amount outstanding under any Working Capital Loans | $ 0 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 447,350 | ||||
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | ||||
Maximum number of units to be issued | 1,500,000 | ||||
Share price | $ 10 | ||||
Gross proceeds | $ 100,000,000 | ||||
Underwriting discount | 1,310,000 | ||||
Deferred underwriting commissions | $ 3,400,000 | ||||
Number of shares exercisable to purchase per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Maturity term of U.S government securities | 185 days | ||||
Offering costs | $ 7,100,000 | ||||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | ||||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 50.00% | ||||
Days for redemption of public shares | 10 days | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | ||||
Initial Public Offering | Subsequent event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 10,000,000 | ||||
Share price | $ 10 | ||||
Gross proceeds | $ 4,500,000 | ||||
Redemption threshold as percent of outstanding | 15.00% | ||||
Per Share Value Of Residual Assets Remaining Available For Distribution Which Is Held In Trust Account | 10.25% | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 447,350 | ||||
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | ||||
Maximum number of units to be issued | 1,500,000 | ||||
Share price | $ 10 | ||||
Gross proceeds | $ 4,500,000 | ||||
Number of warrants issued | 167,757 | 167,757 | 167,757 | 167,757 | |
Underwriting discount | $ 1,310,000 | ||||
Deferred underwriting commissions | 3,400,000 | ||||
Proceeds from issuance of warrants | $ 167,757 | $ 167,757 | |||
Price per warrant | $ 1 | $ 1 | |||
Offering costs | $ 7,100,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 5,650,000 | 5,650,000 | 5,650,000 | 5,650,000 | |
Number of shares exercisable to purchase per warrant | 1 | 1 | 1 | 1 | |
Proceeds from issuance of warrants | $ 5,700,000 | $ 5,700,000 | |||
Price per warrant | $ 1 | $ 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Class A ordinary shares | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 10,000,000 | ||||
Gross proceeds | $ 100,000,000 | ||||
Class B ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Aggregate purchase price | $ 288 | [1],[2] | $ 25,000 | ||
Class B ordinary shares | Over-allotment | Subsequent event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 447,350 | ||||
[1] | On October 25, 2020 and November 17, 2020, OTR Acquisition Sponsor LLC (the “Sponsor”) surrendered 3,881,250 and 431,250 Class B common shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). | ||||
[2] | This number includes up to 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 2 Months Ended | |
Sep. 30, 2020 | Dec. 21, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Transaction costs | $ 183,522 | |
Unrecognized Tax Benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Subsequent event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares subject to forfeiture | 263,162 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares subject to forfeiture | 263,162 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 9.20 | |
Maximum number of units to be issued | 1,500,000 | |
Underwriting discount | $ 1,310 | |
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | |
Deferred Underwriting Commissions | $ 3,340 | |
Subsequent event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.25 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 447,350 | |
Share price | $ 10 | |
Sale of Stock, Other Offering Costs | $ 7,100 | |
Maximum number of units to be issued | 1,500,000 | |
Underwriting discount | $ 1,310 | |
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | |
Deferred Underwriting Commissions | $ 3,400 | |
Gross proceeds | $ 100,000 | |
Number of unit consists class A ordinary shares | 1 | |
Number of warrants in a unit | 0.5 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | Subsequent event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 10,000,000 | |
Share price | $ 10 | |
Gross proceeds | $ 4,500 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 447,350 | |
Share price | $ 10 | |
Sale of Stock, Other Offering Costs | $ 7,100 | |
Maximum number of units to be issued | 1,500,000 | |
Underwriting discount | $ 1,310 | |
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | |
Deferred Underwriting Commissions | $ 3,400 | |
Gross proceeds | $ 4,500 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 19, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 5,650,000 | 5,650,000 |
Shares issuable per warrant | 1 | 1 |
Exercise price of warrants | $ 11.50 | $ 11.50 |
Proceeds from issuance of warrants | $ 5,700,000 | $ 5,700,000 |
Price per warrant | $ 1 | $ 1 |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 167,757 | 167,757 |
Proceeds from issuance of warrants | $ 167,757 | $ 167,757 |
Price per warrant | $ 1 | $ 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Dec. 21, 2020shares | Nov. 19, 2020shares | Nov. 17, 2020USD ($)shares | Oct. 25, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Nov. 16, 2020shares | Oct. 24, 2020shares | Aug. 03, 2020shares | |
Related Party Transaction [Line Items] | |||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | [1],[2] | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||||||||
Subsequent event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 263,162 | ||||||||||
Over-allotment | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of units issued | 447,350 | ||||||||||
Sponsor | Private Placement | Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
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 | ||||||||||
Class B ordinary shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 2,875,000 | [1],[2] | 7,187,500 | ||||||||
Aggregate purchase price | $ | $ 288 | [1],[2] | $ 25,000 | ||||||||
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 | 2,875,000 | ||||||||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 7,187,500 | |||||||
Class B ordinary shares | Founder Shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 20 | ||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 30 | ||||||||||
Class B ordinary shares | Over-allotment | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares subject to forfeiture | 375,000 | 375,000 | 375,000 | ||||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | ||||||||||
Class B ordinary shares | Over-allotment | Subsequent event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common Stock, Shares, Issued | 2,611,838 | 2,611,838 | |||||||||
Common stock, shares outstanding | 2,611,838 | ||||||||||
Shares subject to forfeiture | 375,000 | ||||||||||
Number of units issued | 447,350 | ||||||||||
Number of shares were forfeited | 263,162 | ||||||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | ||||||||||
Class B ordinary shares | Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | ||||||||
Class B ordinary shares | Sponsor | Subsequent event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consideration for shares surrender | $ | $ 0 | $ 0 | |||||||||
Shares surrendered | 431,250 | 3,881,250 | |||||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | 3,306,250 | 3,306,250 | |||||||
Class B ordinary shares | Sponsor | Subsequent event | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares outstanding | 3,306,250 | ||||||||||
[1] | On October 25, 2020 and November 17, 2020, OTR Acquisition Sponsor LLC (the “Sponsor”) surrendered 3,881,250 and 431,250 Class B common shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 7,187,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). | ||||||||||
[2] | This number includes up to 375,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 447,350 Units. The underwriters waived their right to exercise the remaining over-allotment option and a total of 263,162 shares of Class B common stock were forfeited on December 21, 2020, resulting in an aggregate of 2,611,838 shares of Class B common stock issued and outstanding (see Note 5). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 2 Months Ended | |
Sep. 30, 2020 | Nov. 19, 2020 | |
Unsecured Promissory Note [Member] | Promissory Note With Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 185,701 | |
Sponsor | Unsecured Promissory Note [Member] | Promissory Note With Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Face amount | 300,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Maximum loans converted into warrants | 2,500,000 | |
Administrative Support Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 10,000 | |
Period for use of office space, utilities and secretarial and administrative support | 18 months | |
Initial Public Offering | ||
Related Party Transaction [Line Items] | ||
Exercise price of warrants | $ 11.50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Thousands | Nov. 19, 2020USD ($)$ / sharesshares |
COMMITMENTS AND CONTINGENCIES | |
Underwriting Option Period | 45 days |
Number Of Units Granted To Underwriters | shares | 1,500,000 |
Underwriting discount, per unit | $ / shares | $ 0.125 |
Underwriting discount | $ | $ 1,310 |
Deferred fee per unit | $ / shares | $ 0.325 |
Deferred Underwriting Commissions | $ | $ 3,340 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Representative common stock (Details) - USD ($) | Nov. 19, 2020 | Sep. 30, 2020 |
Commitments And Contingencies [Line Items] | ||
Share Price | $ 9.20 | |
Maxim Partners LLC | Class A ordinary shares | ||
Commitments And Contingencies [Line Items] | ||
Number of shares issued | 182,829 | |
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination | 18 months | |
Threshold lockup period from closing of Initial Public Offering | 180 days | |
Share Price | $ 10 | |
Fair value of shares of common stock | $ 1,828,290 |
SHAREHOLDERS' EQUITY - Preferen
SHAREHOLDERS' EQUITY - Preference Shares (Details) | Sep. 30, 2020$ / sharesshares |
SHAREHOLDERS' EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Shares (Details) - USD ($) | Dec. 21, 2020 | Nov. 19, 2020 | Nov. 17, 2020 | Oct. 25, 2020 | Sep. 30, 2020 | Nov. 16, 2020 | Oct. 24, 2020 | Aug. 03, 2020 |
Class of Stock [Line Items] | ||||||||
Number of common stock issuable upon conversion pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | |||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | |||||||
Subsequent event | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum Common Stock, Shares Subject To Forfeiture | 263,162 | |||||||
Class A ordinary shares | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, shares issued | 0 | |||||||
Common stock, shares outstanding | 0 | |||||||
Class B ordinary shares | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 10,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Common shares, votes per share | $ 1 | |||||||
Common stock, shares issued | 2,875,000 | |||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | ||||||
Class B ordinary shares | Sponsor | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding | 7,187,500 | |||||||
Class B ordinary shares | Subsequent event | Sponsor | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate of sponsor shares surrendered | 431,250 | 3,881,250 | ||||||
Common stock, shares outstanding | 2,875,000 | 7,187,500 | 3,306,250 | 3,306,250 | ||||
Consideration for shares surrender | $ 0 | $ 0 | ||||||
Over-allotment | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units issued | 447,350 | |||||||
Over-allotment | Class B ordinary shares | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum Common Stock, Shares Subject To Forfeiture | 375,000 | |||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | |||||||
Over-allotment | Class B ordinary shares | Subsequent event | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares forfeited | 263,162 | |||||||
Maximum Common Stock, Shares Subject To Forfeiture | 375,000 | |||||||
Number of units issued | 447,350 | |||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | |||||||
Common stock, shares issued | 2,611,838 | 2,611,838 | ||||||
Common stock, shares outstanding | 2,611,838 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) | 2 Months Ended |
Sep. 30, 2020D$ / shares | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold period for filling registration statement after business combination | 30 days |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 12 months |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold business days before sending notice of redemption to warrant holders | 3 days |
Share price | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 180.00% |