Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.21.1
Related Party Transactions
6 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 4 – Related Party Transactions
Founder Shares and Performance Shares
On June 22, 2020, the Sponsor paid for certain offering costs on behalf of the Company
 in
exchange for (i) 737,789 Class F common stock (the “Founder Shares”) in exchange for a capital contribution of $ 6,250, or approximately $0.008 per share and (ii) 1,200 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750, or $15.625
per share. On July 17, 2020 and March 24, 2021, the Company effected a
100:1
and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of
300,000 Performance Shares outstanding. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock. On September 17, 2020
,
 
the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000
shares. All shares and associated amounts have been retroactively restated to reflect the stock splits. Of the 828,000 Founder Shares outstanding, up to
108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter’s over-allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction.
The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
 
(i) 
180
days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. 
Private Placement CAPS
Substantially concurrently with the closing of the Initial Public Offering, the Company completed the
private sale of 614,000 Private Placement CAPS, at a price of $10.00 per Private Placement CAPS to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million.
Each Private Placement CAPS consists of one share of Class A
common stock and one-quarter of one redeemable
warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement CAPS was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Partnering Transaction, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless.
Related Party Loans
On June 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of
$300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to th
e
 Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed $171,000 under the Note. The Company fully repaid the Note on September 22, 2020.
 
In order to finance transaction costs in connection with an intended initial Partnering Transaction, 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 (the “Working Capital Loans”). Up to $
1.5
 million of such loans may be convertible into private placement CAPS at a price of $
10.00
per private placement CAPS at the option of the lender. The private placement CAPS would be identical to the Private Placement CAPS issued to the Sponsor. Except for the forgoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no outstanding Working Capital Loans.
Administrative Services Agreement
Commencing on the date that the Company’s securities
were
 first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction
and the Company’s liquidation, the Company will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. The Company incurred $80,000
in expenses in connection with such services during the period from June 22, 2020 (inception) through December 31, 2020, as reflected in general and administrative expenses within the accompanying statement of operations. As of December 31, 2020, the Company had approximately
$80,000 in accounts payable in connection with such services as reflected in the accompanying balance sheet.
In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Partnering Transactions. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates.