0001104659-20-125040 | 10-Q | XBRL Viewer | DFP Healthcare Acquisitions Corp

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 13, 2020
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Entity Registrant Name	DFP HEALTHCARE ACQUISITIONS CORP.
Entity Central Index Key	0001799191
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock and one-fourth of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Trading Symbol	DFPHU
Security Exchange Name	NASDAQ
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DFPH
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Warrant exercisable for one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DFPHW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 998,571	$ 25,000
Prepaid expenses	202,187
Total current assets	1,200,758	25,000
Cash and investments held in Trust Account	230,194,901
Deferred offering costs associated with initial public offering		25,000
Total assets	231,395,659	50,000
Current liabilities:
Accounts payable	1,329
Accrued expenses	28,000	26,500
Accrued expenses - related parties	17,500
Franchise tax payable	150,100	800
Total current liabilities	196,929	27,300
Deferred underwriting commissions	6,300,000
Total liabilities	6,496,929	27,300
Commitments and Contingencies
Class A common stock, $0.0001 par value; 21,989,872 and -0- shares subject to possible redemption at $10.00 per share at September 30, 2020 and December 31, 2019, respectively	219,898,720
Stockholders' Equity:
Additional paid-in capital	5,300,118	24,425
Accumulated deficit	(300,784)	(2,300)
Total stockholders' equity	5,000,010	22,700
Total liabilities and stockholders' equity	231,395,659	50,000
Class A common stock
Stockholders' Equity:
Common Stock, Value, Issued	101
Class B common stock
Stockholders' Equity:
Common Stock, Value, Issued	$ 575	$ 575

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares outstanding	5,750,000	5,750,000
Class A common stock
Temporary equity, shares subject to possible redemption	21,989,872	0
Temporary equity, redemption price per share	$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,010,128	0
Common stock, shares outstanding	1,010,128	0
Common stock, shares subject to possible redemption	21,989,872	0
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2020	Sep. 30, 2020
General and administrative expenses	$ 95,980	$ 208,562
General and administrative expenses - related party	52,500	122,500
Franchise tax expense	50,000	149,750
Loss from operations	(198,480)	(480,812)
Interest income from investments in Trust Account	73,393	194,901
Loss before income tax expense	(125,087)	(285,911)
Income tax expense	12,573	12,573
Net loss	(137,660)	(298,484)
Class A common stock
Interest income from investments in Trust Account	$ 74,000	$ 195,000
Weighted average shares outstanding	23,000,000	23,000,000
Class B common stock
Net loss	$ (138,000)	$ (298,000)
Weighted average shares outstanding	5,750,000	5,750,000
Basic and diluted net loss per share	$ (0.02)	$ (0.05)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In Capital	Accumulated Deficit	Class B common stock	Total
Beginning balance at Dec. 31, 2019		$ 575	$ 24,425	$ (2,300)		$ 22,700
Beginning balance (in shares) at Dec. 31, 2019		5,750,000
Changes in Stockholders' Equity
Sale of units in initial public offering	$ 2,300		229,997,700			230,000,000
Sale of units in initial public offering (in shares)	23,000,000
Offering costs			(10,425,486)			(10,425,486)
Sale of private placement warrants to Sponsor in private placement			5,600,000			5,600,000
Common stock subject to possible redemption	$ (2,202)		(220,149,918)			(220,152,120)
Common stock subject to possible redemption (in shares)	(22,015,212)
Net loss				(45,089)		(45,089)
Ending balance at Mar. 31, 2020	$ 98	$ 575	5,046,721	(47,389)		5,000,005
Ending balance (in shares) at Mar. 31, 2020	984,788	5,750,000
Beginning balance at Dec. 31, 2019		$ 575	24,425	(2,300)		22,700
Beginning balance (in shares) at Dec. 31, 2019		5,750,000
Changes in Stockholders' Equity
Net loss					$ (298,000)	(298,484)
Ending balance at Sep. 30, 2020	$ 101	$ 575	5,300,118	(300,784)		5,000,010
Ending balance (in shares) at Sep. 30, 2020	1,010,128	5,750,000
Beginning balance at Mar. 31, 2020	$ 98	$ 575	5,046,721	(47,389)		5,000,005
Beginning balance (in shares) at Mar. 31, 2020	984,788	5,750,000
Changes in Stockholders' Equity
Common stock subject to possible redemption	$ 2		115,738			115,740
Common stock subject to possible redemption (in shares)	11,574
Net loss				(115,735)		(115,735)
Ending balance at Jun. 30, 2020	$ 100	$ 575	5,162,459	(163,124)		5,000,010
Ending balance (in shares) at Jun. 30, 2020	996,362	5,750,000
Changes in Stockholders' Equity
Common stock subject to possible redemption	$ 1		137,659			137,660
Common stock subject to possible redemption (in shares)	13,766
Net loss				(137,660)	$ (138,000)	(137,660)
Ending balance at Sep. 30, 2020	$ 101	$ 575	$ 5,300,118	$ (300,784)		$ 5,000,010
Ending balance (in shares) at Sep. 30, 2020	1,010,128	5,750,000

CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Sep. 30, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (298,484)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(194,901)
Changes in operating assets and liabilities:
Prepaid expenses	(202,187)
Accounts payable	1,329
Accrued expenses	26,500
Accrued expenses - related parties	17,500
Franchise tax payable	149,300
Net cash used in operating activities	(500,943)
Cash Flows from Investing Activities
Principal deposited in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds received from note payable to related party	200,000
Repayment of note payable to related party	(200,000)
Proceeds received from initial public offering, gross	230,000,000
Proceeds received from private placement	5,600,000
Offering costs paid	(4,125,486)
Net cash provided by financing activities	231,474,514
Net increase in cash	973,571
Cash - beginning of the period	25,000
Cash - end of the period	998,571
Supplemental disclosure of noncash activities:
Deferred underwriting commissions in connection with the initial public offering	6,300,000
Initial value of Class A common stock subject to possible redemption	220,164,430
Change in value of Class A common stock subject to possible redemption	$ (265,710)

Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2020
Organization, Business Operations and Basis of Presentation
Organization, Business Operations and Basis of Presentation	1. Organization, Business Operations and Basis of Presentation. Incorporation DFP Healthcare Acquisitions Corp. (the “Company”) was incorporated as a Delaware corporation on November 1, 2019. Sponsor The Company’s sponsor is DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date. As of September 30, 2020, the Company had not commenced any operations. All activity for the period from November 1, 2019 (inception) through September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on March 10, 2020. On March 13, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,733,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $5.6 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $230.00 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) and invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which the Company refers to as 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 that invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of the Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend 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 Public Shares or with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company holds a stockholder vote in connection with a Business Combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) and/or to pay its taxes. As a result, such common stock is recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($230.0 million held in the Trust Account divided by 23,000,000 public shares). The Company will have 24 months from the closing of the Initial Public Offering, or until March 13, 2022, to complete its initial Business Combination (the “ Combination Period”). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, liquidate and dissolve the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders acquire shares of common stock in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption of common stock or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such a liquidating distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial price per Unit in the Initial Public Offering. 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 (“GAAP”) for 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 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 three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8‑K filed by the Company with the SEC on March 12, 2020 and March 19, 2020, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have 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, we, 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 accountant standards used. Liquidity As of September 30, 2020, the Company had approximately $1.0 million in its operating bank account, working capital of approximately $1.0 million, and approximately $195,000 of interest income available in the Trust Account for working capital requirements (subject to an annual limit of $500,000) and/or to pay for the Company’s tax obligations, if any. The Company’s liquidity needs to date have been satisfied through a $25,000 contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the Note (defined below) of $200,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 13, 2020, the Company repaid the Note in full to the Sponsor. In addition, 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, provide the Company with Working Capital Loans (see Note 4). As of September 30, 2020, there were no Working Capital Loans outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 Business Combination.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Significant Accounting Policies

Significant Accounting Policies

2. Significant Accounting Policies.

Use of Estimates

The preparation of the unaudited condensed 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming 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 had no cash equivalents as of September 30, 2020 and December 31, 2019.

Investments Held in Trust Account

The Company’s portfolio of marketable securities is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information

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.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset, or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, and tax obligations approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs

The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020 and December 31, 2019, 21,989,872 and -0- shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively.

Net Loss Per Share of Common Stock

Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,483,334 of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s unaudited condensed statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common stock, basic and diluted for Class A common stock are calculated by dividing the interest income earned on the investments held in the Trust Account of approximately $74,000 and $195,000, less approximately $63,000 and $162,000 of maximum allowance for tax obligations, minus approximately $11,000 and $33,000 for working capital allowance, resulting in no income for Class A common stock for the three and nine months ended September 30, 2020, respectively, by the weighted average number of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $138,000 and $298,000, less income attributable to Class A common stock of -0-, resulting in a net loss of approximately $138,000 and $298,000 for the three and nine months ended September 30, 2020, respectively, by the weighted average number of Class B common stock outstanding for the periods.

Income Taxes

The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or 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. As of September 30, 2020 and December 31, 2019, the Company has a deferred tax asset of approximately $70,000 and $300, respectively, related to start-up costs, which has a full valuation allowance recorded against it.

There were no unrecognized tax benefits as of September 30, 2020 or December 31, 2019. 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 or December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s currently taxable income primarily consists of interest income on the Trust Account,less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2020, the Company recorded $12,573 of income tax expense. The Company’s effective tax rates for three and nine months ended September 30, 2020 were negative (10%) and (4%), respectively, which differ from the expected income tax rate due to start-up costs (discussed above) which are not currently deductible.

Recent Accounting Pronouncements

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.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2020
Related Party Transactions
Related Party Transactions	4. Related Party Transactions. Founder Shares On December 30, 2019, the Sponsor received 4,312,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.004 per share. In January 2020, the Sponsor transferred 100,000 Founder Shares to each of Steven Hochberg, the Company’s President and Chief Executive Officer, Christopher Wolfe, the Company’s Chief Financial Officer and Secretary, and Richard Barasch, the Company’s Executive Chairman, and 30,000 Founder Shares to each of Dr. Jennifer Carter, Dr. Mohit Kaushal and Dr. Gregory Sorensen, the Company’s independent director nominees, for the same per-share price initially paid by the Sponsor, resulting in the Sponsor holding 3,922,500 Founder Shares. On February 19, 2020, the Company effected a split of its Class B common stock resulting in the Sponsor holding 5,360,000 Founder Shares, resulting in an increase in the total number of Founder Shares from 4,312,500 to 5,750,000. Of the 5,750,000 Founder Shares, up to 750,000 shares were subject to forfeiture by the initial stockholders depending on the exercise of the underwriters’ over-allotment option. The underwriters exercised their over-allotment option in full on March 13, 2020; thus, the Founder Shares are no longer subject to forfeiture. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering except that the Founder Shares are subject to certain transfer restrictions. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, 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 and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination 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 Warrants Simultaneously with the closing of the Initial Public Offering, the Company sold 3,733,334 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant in a Private Placement, generating proceeds of $5.6 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. Certain proceeds of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds of the Private Placement will be part of the liquidating distribution to the Public Stockholders and the Warrants issued to the Sponsor will expire worthless. Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $200,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. The Note was payable without interest upon the completion of the Initial Public Offering. The Company received the $200,000 proceeds under the Note and repaid this Note in full on March 13, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company has paid and will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. The Company incurred $30,000 and $70,000 in expenses in connection with such services during the three and nine months ended September 30, 2020, respectively, as included in general and administrative expenses - related party on the accompanying unaudited condensed statements of operations. As of September 30, 2020 and December 31, 2019, the Company had $10,000 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying unaudited condensed balance sheets. Wolfe Strategic Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company will pay and has paid its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. The Company incurred $22,500 and $52,500 in expenses in connection with such services during the three and nine months ended September 30, 2020, respectively, included in general and administrative expenses - related party on the accompanying unaudited condensed statement of operations. As of September 30, 2020, and December 31, 2019, the Company had $7,500 and $0 in connection with such services in accrued expenses to related parties, respectively, as included in the accompanying unaudited condensed balance sheets. Working Capital Loans In order to finance transaction costs in connection with an intended initial 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 for working capital (the “Working Capital Loans”). Up to $1.1 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2020, except for the foregoing, the terms of such loans, if any, have not been determined, no written agreements exist with respect to such loans and no amounts have been borrowed under such loans to date.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders Equity

Stockholders Equity

6. Stockholders’ Equity.

Class A Common Stock—The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2019, there were no shares of Class A common stock issued or outstanding. As of September 30, 2020, there were 23,000,000 shares of Class A common stock issued or outstanding, including 21,989,872 shares of Class A common stock subject to possible redemption.

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 Company’s Class B common stock are entitled to one vote for each share. On December 30, 2019, the Company initially issued 4,312,500 shares of Class B common stock. On February 19, 2020, in connection with the proposed increase of the size of the Initial Public Offering, the Company effected a split of its Class B common stock resulting in the Sponsor holding 5,360,000 Founder Shares and an increase in the total number of Class B common stock outstanding from 4,312,500 to 5,750,000. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares were subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriters exercised their over-allotment option in full on March 13, 2020; thus, the 750,000 shares of Class B common stock were no longer subject to forfeiture. As of September 30, 2020 and December 31, 2019, there were 5,750,000 shares of Class B common stock issued outstanding.

The Class B common stock will automatically convert into Class A common stock at the time of the 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 connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2020 and December 31, 2019, there are no shares of preferred stock issued or outstanding.

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that, as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC and have declared effective a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of 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 and they will be non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering.

The Company may call the Public Warrants for redemption:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In addition, commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:

in whole and not in part;

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Stockholders’ Warrants”;

if, and only if, the last reported sale price of its Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which it sends the notice of redemption to the warrant holders;

if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given.

The “fair market value” of the Company’s Class A common stock shall mean the average last reported sale price of its Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in its initial Business Combination.

In no event will the Company be required to net cash settle any warrant. If the Company does not complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Fair Value Measurements

7. Fair Value Measurements.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2020


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets held in Trust Account:
U.S. Treasury securities	$	230,173,491	$	—	$	—
Cash and Cash equivalents	$	21,410
	$	230,194,901	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2020.

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Offering Costs

Class A Common Stock Subject to Possible Redemption

Net Loss Per Share of Common Stock

Income Taxes

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Schedule of Company's assets that are measured at fair value on a recurring basis


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets held in Trust Account:
U.S. Treasury securities	$	230,173,491	$	—	$	—
Cash and Cash equivalents	$	21,410
	$	230,194,901	$	—	$	—

Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($)		9 Months Ended
	Mar. 13, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Share price		$ 10.00
Offering costs		$ 4,125,486
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	23,000,000
Share price	$ 10.00
Proceeds from issuance of shares	$ 230,000,000
Offering costs	10,400,000
Deferred underwriting commissions	$ 6,300,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued (in shares)		3,733,334
Price of warrants		$ 1.50
Proceeds from issuance of warrants		$ 5,600,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	3,000,000

Organization, Business Operations and Basis of Presentation - Trust Account (Details)	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares
Organization, Business Operations and Basis of Presentation
Principal deposited in Trust Account	$ 230,000,000
Obligation to redeem Percentage of Common Stock With Respect To Any Other Material Provision Relating To Stockholders' Rights Or Pre-Initial Business Combination Activity	100.00%
Redemption of common stock included in the units sold in public offering (as a percent)	100.00%
Threshold period from closing of public offering the company is obligated to complete business combination	24 months
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days)	2 days
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days)	2 days
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters fees and commissions	$ 5,000,001
Share price \| $ / shares	$ 10.00
Threshold business days for redemption of shares of trust account	10 days
Maximum net interest to pay dissolution expenses	$ 500,000
Minimum net interest to pay dissolution expenses	$ 100,000

Organization, Business Operations and Basis of Presentation - Liquidity (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Organization, Business Operations and Basis of Presentation
Operating bank account	$ 1,000,000	$ 1,000,000
Working capital		1,000,000
Interest income from investments in Trust Account	73,393	194,901
Maximum net interest to pay dissolution expenses		500,000
Contribution from sponsor		25,000
Note from sponsor		200,000
Amounts outstanding under any Working Capital Loan	$ 0	$ 0

Significant Accounting Policies - Net Loss Per Share of Common Stock (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest income available in the Trust Account for tax obligations	$ 73,393			$ 194,901
Working capital				1,000,000
Net loss	137,660	$ 115,735	$ 45,089	298,484
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Interest income available in the Trust Account for tax obligations	74,000			195,000
Minimum allowance for tax obligations	63,000
Maximum allowance for tax obligations				162,000
Working capital	11,000			33,000
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	138,000			298,000
Income attributable to Class A common stock				0
Net loss after distributed earnings	$ 138,000			$ 298,000
Private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded since their inclusion would be anti-dilutive				9,483,334

Initial Public Offering (Details) - USD ($)		9 Months Ended
Initial Public Offering (Details) - USD ($)	Mar. 13, 2020	Sep. 30, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Price per unit		$ 10.00
Offering costs		$ 4,125,486
Deferred underwriting commissions in connection with the initial public offering		$ 6,300,000
Deerfield Funds
Subsidiary, Sale of Stock [Line Items]
Additional units issued	5,000,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Number of warrants in a unit	0.25
Number of shares issuable per warrant	1
Exercise price of warrants (in dollars per share)	$ 11.50
Public Offering
Subsidiary, Sale of Stock [Line Items]
Additional units issued	23,000,000
Price per unit	$ 10.00
Proceeds from issuance of shares	$ 230,000,000
Offering costs	10,400,000
Deferred underwriting commissions in connection with the initial public offering	$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Additional units issued	3,000,000

Related Party Transactions - Founder Shares (Details) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 19, 2020	Dec. 30, 2019	Jan. 31, 2020	Mar. 31, 2020	Sep. 30, 2020
Related Party Transaction [Line Items]
Capital contribution				$ 230,000,000
Class B common stock
Related Party Transaction [Line Items]
Total number of shares after stock split (in shares)	5,750,000
Number of shares subject to forfeiture (in shares)	750,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)					$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Class B common stock \| Sponsor
Related Party Transaction [Line Items]
Number of shares issued (in shares)		4,312,500
Capital contribution		$ 25,000
Capital contribution (in dollars per share)		$ 0.004
Number of shares held (in shares)			3,922,500
Number of shares held after stock split (in shares)	5,360,000
Class B common stock \| Sponsor \| Steven Hochberg
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Class B common stock \| Sponsor \| Christopher Wolfe
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Class B common stock \| Sponsor \| Richard Barasch
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			100,000
Class B common stock \| Sponsor \| Dr. Jennifer Carter
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000
Class B common stock \| Sponsor \| Dr. Mohit Kaushal
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000
Class B common stock \| Sponsor \| Dr. Gregory Sorensen
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			30,000

Related Party Transaction - Other Transactions (Details) - USD ($)		3 Months Ended	9 Months Ended
	Mar. 13, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Proceeds received from note payable to related party			$ 200,000
Accrued expenses - related parties		$ 17,500	17,500
Sponsor Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party	$ 200,000
Sponsor Loans \| Maximum
Related Party Transaction [Line Items]
Amounts of transaction			200,000
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month			10,000
Total expenses incurred		30,000	70,000
Accrued expenses - related parties		10,000	10,000	$ 0
Wolfe Strategic Services Agreement
Related Party Transaction [Line Items]
Expenses per month			7,500
Total expenses incurred		22,500	52,500
Accrued expenses - related parties		$ 7,500	7,500	$ 0
Working Capital Loans
Related Party Transaction [Line Items]
Proceeds received from note payable to related party			$ 0
Price of warrants (in dollars per share)		$ 1.50	$ 1.50
Working Capital Loans \| Maximum
Related Party Transaction [Line Items]
Loans convertible into warrants		$ 1,100,000	$ 1,100,000

Stockholders' Equity - Common Stock (Details) - $ / shares			9 Months Ended
	Feb. 19, 2020	Dec. 30, 2019	Sep. 30, 2020	Mar. 13, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)			5,750,000		5,750,000
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			100,000,000		100,000,000
Common shares, par value (in dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Common shares, issued including shares subject to possible redemption			23,000,000
Common shares, shares issued (in shares)			1,010,128		0
Common shares, outstanding including shares subject to possible redemption			23,000,000
Common shares, shares outstanding (in shares)			1,010,128		0
Common stock, shares subject to possible redemption			21,989,872		0
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares			20.00%
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			10,000,000		10,000,000
Common shares, par value (in dollars per share)			$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)			5,750,000		5,750,000
Common shares, shares outstanding (in shares)			5,750,000		5,750,000
Common shares, votes per share			$ 1
Total number of shares after stock split (in shares)	5,750,000
Number of shares subject to forfeiture (in shares)	750,000
Beneficial ownership (as a percent)			20.00%
Number of Class A common stock issued upon conversion of each share (in shares)			1
Class B common stock \| Sponsor
Class of Stock [Line Items]
Number of shares issued (in shares)		4,312,500
Number of shares held after stock split (in shares)	5,360,000

Stockholders' Equity - Warrants (Details)	9 Months Ended
Stockholders' Equity - Warrants (Details)	Sep. 30, 2020 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the public offering	12 months
Threshold maximum period for filing registration statement after business combination	15 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption of warrants commencing ninety days after the warrants become exercisable
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period after the public warrants become exercisable	90 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
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
Class A common stock
Class of Warrant or Right [Line Items]
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
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Number of trading days on which fair market value of shares is reported \| $	10
Class A common stock \| Redemption of warrants commencing ninety days after the warrants become exercisable
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2020
Initial Public Offering
Initial Public Offering	3. Initial Public Offering. Public Units On March 13, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $10.4 million, inclusive of approximately $6.3 million in deferred underwriting commissions. Of the Units sold in the Initial Public Offering, 5,000,000 Units were purchased by certain domestic private pooled investment vehicles managed by Deerfield Management Company, L.P. and its affiliates (the “Deerfield Funds”). Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2020
Subsequent Events
Subsequent Events	8. Subsequent Events. Management has evaluated subsequent events and transactions that occurred after the balance sheet date up through the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Policies - Income Taxes (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Significant Accounting Policies
Deferred tax asset	$ 70,000	$ 70,000	$ 300
Unrecognized tax benefits	0	0
Amounts accrued for the payment of interest and penalties	0	0
Income tax expense	$ 12,573	$ 12,573
Effective tax rates	(10.00%)	(4.00%)

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 13, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Underwriting discount (as a percent)		2.00%
Underwriting discount paid		$ 3,600,000
Deferred Underwriting Fees, Percentage		3.50%
Deferred underwriting fees		$ 6,300,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Overallotment option period		45 days
Additional units issued	3,000,000

Fair Value Measurements (Details)	9 Months Ended
Fair Value Measurements (Details)	Sep. 30, 2020 USD ($)
Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	$ 230,194,901
Quoted Prices in Active Markets (Level 1) \| U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	230,173,491
Quoted Prices in Active Markets (Level 1) \| Cash and Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	21,410
Measured on a recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets level 1 to level 2 transfers	0
Fair value assets level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	$ 0

Significant Accounting Policies - Concentration of Credit Risk, Cash and Cash Equivalents and Class A common stock subject to possible redemption (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Significant Accounting Policies
Cash equivalents held in the Trust Account	$ 0
Shares subject to possible redemption	21,989,872	0

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Stockholders Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0