NOTES TO UNAUDITED
Condensed FINANCIAL STATEMENTS
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1.
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Organization, Business Operations and Basis of Presentation
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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 June 30, 2020, the Company
had not commenced any operations. All activity for the period from April 15, 2020 (inception) through June 30, 2020 relates
to the Company's formation and the initial public offering (the "Initial Public Offering") 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 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 our 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.
Note 2 — Summary
of Significant Accounting Policies
Basis
of Presentation
The accompanying unaudited
condensed 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. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the
opinion of management, the unaudited condensed 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 June 30, 2020 are not necessarily indicative of the results
that may be expected through December 31, 2020.
The accompanying unaudited
condensed 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.
Net Loss
Per Share of Common Stock
The Company complies with accounting
and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the period. This number includes an aggregate
of up to 442,500 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not
exercised in full or in part by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full;
thus, these shares are no longer subject to forfeiture. At June 30, 2020, the Company did not have any dilutive securities
and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the
Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
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 June 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
The fair value of the Company's assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements and Disclosures,"
approximates the carrying amounts represented in the unaudited condensed balance sheet.
Use of
Estimates
The preparation of unaudited
condensed 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 expenses during the reporting period. Actual results could
differ from those estimates.
Deferred
Offering Costs
Deferred offering costs consist
of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public
Offering. $8.1 million of offering-costs 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.
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 June 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 June 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 unaudited condensed financial statements.
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.
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 are 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 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"). In May 2020, the Company borrowed $275,000 under the Note. The loan was non-interest
bearing and the borrowings outstanding under the Note of $275,000 were repaid 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 June 30, 2020, the Company had no outstanding Working Capital Loans.
Private
Placement of Common Stock
The Sponsor has indicated an interest
to purchase $25 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.
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.
Note 6 — Stockholder's
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. As of June 30,
2020 there were no Class A shares issued or outstanding. Subsequent to the completion of the IPO on July 10, 2020, there was 14,041,000
Class A shares issued and outstanding.
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. 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 are 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 initial 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, par value of $0.0001 per
share, with such designations, voting and other rights and preferences as may be determined from time to time by the
Company's board of directors. As of June 30, 2020, there was no preferred stock outstanding.
Note 7 — Subsequent
Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date through the date that the financial
statements were issued. Other than as described in these unaudited condensed financial statements in relation
to the Company's stock split (Note 4), repayment of the Note (Note 4) and Initial Public Offering (Note 3) and related
transactions, the Company did not identify and other subsequent events that would have required adjustment or disclosure in
the financial statements.