Share Exchange Agreement for Business Combination and Extension Amendments (Details) - USD ($) |
1 Months Ended | 6 Months Ended | |
|---|---|---|---|
Dec. 21, 2019 |
Oct. 23, 2019 |
Jun. 30, 2020 |
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| Share Exchange Agreement For Business Combination And Extension Agreement [Abstract] | |||
| Working capital | $ 750,000 | ||
| Share exchange agreement terms | (i) the Sponsor Support Agreement, dated March 13, 2020, by and among the Sponsor, Legacy and Blue Valor, (ii) the Waiver Agreement, dated March 13, 2020, by and between the Sponsor and Legacy, and (iii) the Warrant Holder Support Agreements, dated March 13, 2020, by and between Legacy and the holders of approximately 19,765,000 (or approximately 65.9%) of Legacy’s public warrants, terminated concurrently with the termination of the Share Exchange Agreement. Additionally, the Warrant Amendments, as described more fully in Note 4 below, will not take effect and there will be no redemption rights or liquidating distribution with respect to Legacy’s warrants. The warrants will expire worthless if Legacy does not complete an alternative Business Combination. | ||
| Aggregate principal amount, description | In addition, the Seller agreed that the Seller Loans may include additional amounts to cover certain costs and expenses that Legacy will reasonably incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination with the Blue Impact business or the Initial Extended Date and the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all Extensions through the Initial Extended Date. No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and expenses). The Seller Loans made on or about October 23, 2019, December 21, 2019 and January 21, 2020, each in the principal amount of approximately $979,000 under the Amended Seller Note reflects a loan to fund the Company’s Contributions to the Trust Account of approximately $879,000 plus $100,000 to fund the costs and expenses that the Company reasonably expects incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination or the Initial Extended Date. As of June 30, 2020, Legacy had borrowed in respect of its costs and expenses a total of $300,000 in the aggregate. | the aggregate principal amount of approximately $979,000, to the Seller (including $100,000 provided to the Company for working capital). Borrowings under the Seller Note will bear interest at a rate equal to the 1-month USD LIBOR interest rate, plus 1.5%. The Seller Note was issued in connection with the approval by the Company’s stockholders of the Extension Amendment. In connection with the Extension Amendment, stockholders elected to redeem 694,820 shares of the Company’s Class A common stock, par value $0.0001 per share, issued in the Company’s initial public offering (the “public shares”), and 29,305,180 public shares remained issued and outstanding at that time following such redemptions. Accordingly, consistent with the Company’s proxy materials relating to the special meeting, on or about October 23, 2019, the Company made a cash contribution to the Trust Account in an amount equal to $0.03 for each public share that was not redeemed in connection with the stockholder approval of the Extension Amendment for the initial extension through December 21, 2019, which equaled an aggregate amount of approximately $979,000 (including $100,000 provided to Company for costs and expenses). On December 17, 2019, in connection with the Company’s extension of the date by which the Company has to consummate a Business Combination from December 21, 2019, to January 21, 2020, the Company issued an amended and restated note (the “Amended Seller Note”) to the Seller that amended and restated the Seller Note and received the second Seller Loan from the Seller. Borrowings under the Amended Seller Note will continue to bear interest at a rate equal to the 1 month USD LIBOR interest rate, plus 1.5% accruing from the date of the applicable borrowings. Subsequent to December 31, 2019, the Company extended the date by which it had to consummate a Business Combination from January 21, 2020 to February 20, 2020, from February 20, 2020 to March 21, 2020, from March 21, 2020 to April 20, 2020 and from April 20, 2020 to May 20, 2020. In connection with each of the first three extensions, the Seller loaned $979,155.40 to the Company under the Amended Seller Note. Additionally, in connection with the remaining extensions, the Seller loaned $879,155.40 for each extension. As a result, Seller loaned to the Company a total of $5,574,932.40 at June 30, 2020 (six loans), of which a total of $1,958,310.80 was loaned at December 31, 2019 (two loans). | |
| Business combination, description | In addition, the Company made additional Contributions of $0.03 per outstanding public share for each period of the extension by Legacy at its option and/or at the Seller’s request. The Company made Contributions of $879,155.40 for each of the six extensions at June 30, 2020, for Contributions to the Trust Account of a total aggregate amount of $5,274,932. If the Company’s board of directors determines that the Company will not be able to consummate an initial Business Combination by the Extended Date, the Company’s board of directors would wind up our affairs and redeem 100% of the outstanding public shares. | ||
| Second extension description | the Company agreed to make a cash contribution (“Contribution”) to the trust account in an amount equal to $0.02 for each public share that was not redeemed in connection with the stockholder approval of the Extension Amendment for each month of the Extension (orapproximately $122,400.00 per month after giving effect to redemptions). The Contribution will not accrue interest and the aggregate amount of the Contribution will be calculated and paid in full at the closing from the proceeds of the Business Combination. Since this potential payment is contingent upon the closing of a Business Combination, no accrual of a liability has been made at June 30, 2020 and any payment will be reflected upon the closing of a Business Combination if there is such a closing. | ||