0001193125-21-022824 | S-1 | XBRL Viewer

Document and Entity Information	3 Months Ended
Document and Entity Information	Sep. 30, 2020
Document And Entity Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Vincerx Pharma, Inc.
Entity Central Index Key	0001796129
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3197402
Entity Address, Address Line One	250 W. 55th St., #3401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	646
Local Phone Number	899-1200

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2019
Current Assets
Cash	$ 562,783	$ 684,708	$ 25,000
Prepaid expenses	73,913	106,333
Total Current Assets	636,696	791,041	25,000
Investments held in Trust Account	65,698,018	65,691,936
Total Assets	66,334,714	66,482,977	25,000
Current Liabilities
Accounts payable and accrued expenses	401,493	115,452	1,450
Income taxes payable	812	812
Total Current Liabilities	402,305	116,264	1,450
Promissory note – related party	1,000,000	1,000,000
Deferred underwriting fee payable	2,297,319	2,297,319
Total Liabilities	3,699,624	3,413,583	1,450
Commitments and Contingencies
Common stock subject to possible redemption, 5,763,508 and 5,806,939 shares at $10.00 per share redemption value at September 30, 2020 and June 30, 2020, respectively	57,635,080	58,069,390
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,441,201 and 2,397,770 issued and outstanding (excluding 5,763,508 and 5,806,939 shares subject to possible redemption) at September 30, 2020 and June 30, 2020, respectively	244	240	144
Additional paid-in capital	5,555,062	5,120,756	24,856
Accumulated deficit	(555,296)	(120,992)	(1,450)
Total Stockholders’ Equity	5,000,010	5,000,004	23,550
Total Liabilities and Stockholders’ Equity	$ 66,334,714	$ 66,482,977	$ 25,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2019
Statement Of Financial Position [Abstract]
Common stock subject to possible redemption shares	5,763,508	5,806,939	0
Common stock redemption value per share	$ 10.00	$ 10.00
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock shares issued	0	0	0
Preferred stock shares outstanding	0	0	0
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized	30,000,000	30,000,000	30,000,000
Common stock shares issued	2,441,201	2,397,770	1,437,500
Common stock shares outstanding	2,441,201	2,397,770	1,437,500

STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

6 Months Ended

12 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Jun. 30, 2019

Jun. 30, 2020

Formation and operating costs

$ 440,386

$ 100

$ 1,450

$ 172,996

Loss from operations

(440,386)

(100)

(1,450)

(172,996)

Other income

Interest income earned on investments held in the Trust Account

6,082

54,266

Loss before provision for income taxes

(1,450)

(118,730)

Provision for income taxes

(812)

Net loss

$ (434,304)

$ (100)

$ (1,450)

$ (119,542)

Redeemable Common Stock

Other income

Weighted average shares outstanding of redeemable/non-redeemable common stock, basic and diluted

6,563,767

6,513,431

Basic and diluted net income (loss) per common share, redeemable/non-redeemable common stock

$ 0.00

Non Redeemable Common Stock

Other income

Weighted average shares outstanding of redeemable/non-redeemable common stock, basic and diluted

1,640,942

^[1]

1,500,000

^[1]

1,250,000

^[2]

1,701,574

^[2]

Basic and diluted net income (loss) per common share, redeemable/non-redeemable common stock

$ (0.26)

$ 0.00

$ (0.07)

[1]	Share count at September 30, 2019 excluded 225,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).
[2]	Share count at June 30, 2019 excluded 225,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Beginning Balance at Dec. 18, 2018

Beginning Balance, Shares at Dec. 18, 2018

Net loss

(1,450)

Issuance of common stock to Sponsor

25,000

$ 173

24,827

Issuance of common stock to Sponsor, Shares

1,725,000

Ending Balance at Jun. 30, 2019

23,550

$ 173

^[1]

24,827

(1,450)

Ending Balance, Shares at Jun. 30, 2019

^[1]

1,725,000

Net loss

(100)

Ending Balance at Sep. 30, 2019

23,450

$ 173

^[1]

24,827

(1,550)

Ending Balance, Shares at Sep. 30, 2019

^[1]

1,725,000

Beginning Balance at Jun. 30, 2019

23,550

$ 173

^[1]

24,827

(1,450)

Beginning Balance, Shares at Jun. 30, 2019

^[1]

1,725,000

Change in value of common stock subject to possible redemption

58,069,390

$ 581

58,068,809

Change in value of common stock subject to possible redemption, Shares

5,806,939

Net loss

(119,542)

Sale of 6,563,767 Units, net of underwriting discounts and offering costs

61,880,386

$ 656

61,879,730

Sale of 6,563,767 Units, net of underwriting discounts and offering costs, Shares

6,563,767

Sale of 2,570,000 Private Warrants

1,285,000

Forfeiture of Founder Shares

$ (8)

Forfeiture of Founder Shares, Shares

(84,058)

Ending Balance at Jun. 30, 2020

5,000,004

$ 240

5,120,756

(120,992)

Ending Balance, Shares at Jun. 30, 2020

2,397,770

Change in value of common stock subject to possible redemption

434,310

$ 4

434,306

Change in value of common stock subject to possible redemption, Shares

43,431

Net loss

(434,304)

Ending Balance at Sep. 30, 2020

$ 5,000,010

$ 244

$ 5,555,062

$ (555,296)

Ending Balance, Shares at Sep. 30, 2020

2,441,201

[1]	Included 225,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (434,304)	$ (100)	$ (1,450)	$ (119,542)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(6,082)	0		(54,266)
Prepaid expenses	32,420	0		(106,333)
Accrued expenses			1,450	114,002
Income taxes payable				812
Accounts payable and accrued expenses	286,041	100
Changes in operating assets and liabilities:
Net cash used in operating activities	(121,925)	0		(165,327)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(65,637,670)
Net cash used in investing activities				(65,637,670)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor			25,000
Proceeds from sale of Units, net of underwriting discounts paid				64,574,917
Proceeds from sale of Private Warrants				1,285,000
Proceeds from promissory note – related party				175,000
Repayment of promissory note – related party				(175,000)
Proceeds from promissory note – related party				1,000,000
Payment of offering costs				(397,212)
Net cash provided by financing activities			25,000	66,462,705
Net Change in Cash	(121,925)	0	25,000	659,708
Cash – Beginning of period	684,708	25,000		25,000
Cash – End of period	562,783	25,000	$ 25,000	684,708
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption				58,188,310
Change in value of common stock subject to possible redemption	$ (434,310)	$ 0		(118,920)
Deferred underwriting fee payable				$ 2,297,319

Description of Organization and Business Operations

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization and Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

LifeSci Acquisition Corp. (the “Company”) was incorporated in Delaware on December 19, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one wholly owned subsidiary, LifeSci Acquisition Merger Sub Inc., which was incorporated in Delaware on September 14, 2020 (“Merger Sub”).

As of September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Vincera Pharma, Inc. (“Vincera”), as discussed in Note 6. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Company’s Initial Public Offering were declared effective on March 5, 2020. On March 10, 2020, the Company consummated the Initial Public Offering of 6,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $60,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,570,000 warrants (the “Private Warrants”) at a price of $0.50 per warrant in a private placement to LifeSci Holdings, LLC, an entity affiliated with two of the Company’s directors, and Rosedale Park, LLC, an entity affiliated with one of the Company’s directors, generating gross proceeds of $1,285,000, which is described in Note 4.

Following the closing of the Initial Public Offering on March 10, 2020, an amount of $60,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 183 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below.

On March 20, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 563,767 Units at $10.00 per Unit, generating total gross proceeds of $5,637,670. A total of $5,637,670 of net proceeds ($10.00 per Unit) were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $65,637,670.

Offering costs amounted to $3,757,284, consisting of $1,062,753 of underwriting fees, $2,297,319 of deferred underwriting fees and $397,212 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations and for working capital purposes, subject to an annual limit to be determined prior to the closing of the Initial Public Offering) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their shares included in the Units sold in the Initial Public Offering (the “Public Shares”) 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 shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or for working capital purposes). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

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, if the Company seeks stockholder approval, a majority of the outstanding 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 Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, LifeSci Investments, LLC (the “Sponsor”) and other initial stockholders (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares.

The Company will have until March 10, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the 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 its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Therefore, the actual per-share redemption amount could be less than $10.00.

The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect 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, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.

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 to below $10.00 per share, except as 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, 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 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of June 30, 2020, the Company had not commenced any operations. All activity through June 30, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to 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 a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Offering costs amounted to $3,757,284, consisting of $1,062,753 of underwriting fees, $2,297,319 of deferred underwriting fees and $397,212 of other offering costs. In addition, as of June 30, 2020, cash of $684,708 was held outside of the Trust Account and is available for working capital purposes.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2020 as filed with the SEC on September 23, 2020, which contains the audited financial statements and notes thereto. The financial information as of June 30, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. The interim results for the three months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

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 independent registered public accounting firm 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 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires 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 periods.

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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 or June 30, 2020.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 5,763,508 and 5,806,939 shares of common stock subject to possible redemption at September 30, 2020 and June 30, 2020, respectively, is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs amounting to $3,757,284 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 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.

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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and 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 federal, state and city taxing authorities in the areas 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 federal, state and city 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. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Weighted average shares at September 30, 2019 were reduced for the effect of an aggregate of 225,000 shares of common stock that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 5,851,883 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method.

The Company’s condensed consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $6,082, less applicable franchise and income taxes of $6,082 for the three months ended September 30, 2020, by the weighted average number of redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss of $434,304 for the three months ended September 30, 2020, respectively, less income attributable to redeemable common stock of $0 for three months ended September 30, 2020, respectively, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account with a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2020 and June 30, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 periods.

Cash and Cash Equivalents

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 5,806,939 shares of common stock subject to possible redemption at June 30, 2020 is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Income Taxes

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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and 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.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Weighted average shares at June 30, 2019 were reduced for the effect of an aggregate of 225,000 shares of common stock that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,133,767 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method.

The Company’s statements of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $54,266, less applicable franchise and income taxes of $51,212 for the year ended June 30, 2020, by the weighted average number of redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss of $119,542 for the year ended June 30, 2020, respectively, less income attributable to redeemable common stock of $3,054 for the year ended June 30, 2020, respectively, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2020 and 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Standards

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

Related Party Transactions

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 1, 2019, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On March 5, 2020, the Company effected a stock dividend of 0.20 shares for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The 1,725,000 Founder Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option, 84,058 Founder Shares were forfeited and 140,942 Founder Shares are no longer subject to forfeiture, resulting in there being 1,640,942 Founder Shares outstanding.

The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On November 21, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. The Promissory Note is non-interest bearing and is due on demand. The outstanding balance under the Promissory Note of $175,000 was repaid upon the consummation of the Initial Public Offering on March 10, 2020.

On March 10, 2020, the Company issued a $1,000,000 promissory note to the Sponsor (the “Sponsor Promissory Note”) in exchange for $1,000,000 in cash that was used to pay the underwriting discount at the consummation of the Initial Public Offering (see Note 6). The Sponsor Promissory Note is non-interest bearing, unsecured and due upon the consummation of a Business Combination. In the opinion of management, interest expense is immaterial to these financial statements.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on March 5, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial and administrative support. For the three months ended September 30, 2020, the Company incurred $30,000 in fees for these services, of which $70,000 and $40,000 is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets as of September 30, 2020 and June 30, 2020, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest. In the event that a Business Combination does not close, 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. Working Capital Loans made by Chardan Capital Markets LLC, the underwriter, or any of its related persons will not be convertible into Private Warrants and Chardan Capital Markets LLC and its related persons will have no recourse with respect to their ability to convert their Working Capital Loans into Private Warrants. As of September 30, 2020 and June 30, 2020, there were no amounts outstanding under the Working Capital Loans.

One of the Company’s Board members is the President of Chardan Capital Markets LLC.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 1, 2019, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On March 5, 2020, the Company effected a stock dividend of 0.20 share for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The 1,725,000 Founder Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option, 84,058 Founder Shares were forfeited and 140,942 Founder Shares are no longer subject to forfeiture, resulting in there being 1,640,942 Founder Shares outstanding.

Promissory Note — Related Party

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on March 5, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial and administrative support. For the year ended June 30, 2020, the Company incurred $40,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest. In the event that a Business Combination does not close, 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. Working Capital Loans made by Chardan Capital Markets LLC, the underwriter, or any of its related persons will not be convertible into Private Warrants and Chardan Capital Markets LLC and its related persons will have no recourse with respect to their ability to convert their Working Capital Loans into Private Warrants. As of June 30, 2020 and 2019, there were no amounts outstanding under the Working Capital Loans.

One of the Company’s Board members is the President of Chardan Capital Markets LLC.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or consummating a business combination, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on March 5, 2020, the holders of the Founder Shares and the Private Warrants are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Chardan Capital Markets LLC and its related persons may not, with respect to the Private Warrants purchased by Rosedale Park, LLC, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as Chardan Capital Markets LLC or any of its related persons are beneficial owners of Private Warrants. In addition, pursuant to the registration and stockholder rights agreement, the Sponsor, upon consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the Company’s board of directors.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 20, 2020, the underwriters elected to partially exercise their over-allotment option to purchase 563,767 Units at a purchase price of $10.00 per Unit.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $1,312,753 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $2,297,319. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Additionally, Rosedale Park, LLC provided the Company $250,000, in return for no consideration, to be used for the payment of expenses in connection with the Initial Public Offering. Such amount is not required to be repaid by the Company and has been recorded as a credit to additional paid in capital in the accompanying condensed consolidated balance sheets.

Merger Agreement

On September 25, 2020, the Company and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vincera and Raquel Izumi, as representative of the Vincera stockholders (the “Sellers”). As of the date of the Merger Agreement, the Sellers owned 100% of the issued and outstanding of common stock of Vincera (“Vincera Shares”). The transactions contemplated by the Merger Agreement are referred to as the “ Vincera Business Combination.”

Upon the closing of the Vincera Business Combination, the Sellers will sell to the Company, and the Company will purchase from the Sellers all of the issued and outstanding Vincera Shares, in exchange for the Sellers’ right to receive, for each issued and outstanding Vincera Share, the number of the company shares equal to the exchange ratio, and the earnout shares after the closing of the Vincera Business Combination, if any, that may be issuable from time to time. The aggregate value of the consideration to be paid by the Company in the Vincera Business Combination (excluding the earnout shares) is approximately $55 million (calculated as follows: 5,500,000 the Company’s shares to be issued to the Sellers (excluding the earnout shares), multiplied by $10.00 (the anticipated closing price per share at the time of closing of the Vincera Business Combination). Upon the closing of the Business Combination, the Company will change its name to “Vincera Pharma, Inc.”

The Vincera Business Combination will be consummated subject to certain conditions as further described in the Merger Agreement.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Underwriting Agreement

Stockholders' Equity

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Equity [Abstract]

Stockholders' Equity

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a 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. At September 30, 2020 and June 30, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2020 and June 30, 2020, there were 2,441,201 and 2,397,770 shares of common stock issued and outstanding, excluding 5,763,508 and 5,806,939 shares of common stock subject to possible redemption, respectively.

Warrants —The Public Warrants will become exercisable at any time commencing on the later of (1) one year after the closing of the Initial Public Offering or (2) the consummation of a Business Combination; provided that the Company has an effective and current registration statement covering the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:


	•	in whole and not in part;
	•	at a price of $0.01 per warrant;
	•	at any time during the exercise period;
	•	upon a minimum of 30 days’ prior written notice of redemption;
	•	if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
	•	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants purchased by Rosedale Park, LLC will not be exercisable more than five years from the effective date of the Initial Public Offering, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Chardan Capital Markets LLC or any of its related persons beneficially own these Private Warrants.

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. The exercise price and number of shares of 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. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to 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.

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a 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. At June 30, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2020 and 2019, there were 2,397,770 and 1,437,500 shares of common stock issued and outstanding, excluding 5,806,939 and -0- shares of common stock subject to possible redemption, respectively.

The Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time during the exercise period;

•

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

•

if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

Income Tax

12 Months Ended

Jun. 30, 2020

Income Tax Disclosure Abstract

Income Tax

NOTE 8. INCOME TAX

The Company’s net deferred tax assets are as follows:

	June 30, 2020
Deferred tax asset
Organizational/Start-up costs	$	25,745
Total deferred tax asset		25,745
Valuation allowance		(25,745	)
Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:

	Year Ended June 30, 2020
Federal
Current	$	812
Deferred		(25,745	)

State
Current	$	—
Deferred		—
Change in valuation allowance		25,745
Income tax provision	$	812

As of June 30, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended June 30, 2020, the change in the valuation allowance was $25,745.

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended June 30, 2020 is as follows:

Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(21.7	)%
Income tax provision benefit	(0.7	)%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Fair Value Measurements

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2020, assets held in the Trust Account were comprised of $65,698,018 in money market funds which are invested in U.S. Treasury Securities.

At June 30, 2020, assets held in the Trust Account were comprised of $65,691,936 in money market funds which are invested in U.S. Treasury Securities.

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

Description

Level

September 30, 2020

June 30,

2020

Assets:

Investments held in Trust Account – U.S. Treasury Securities Money Market Fund

65,698,018

65,691,936

NOTE 9. FAIR VALUE MEASUREMENTS

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2020, assets held in the Trust Account were comprised of $65,691,936 in money market funds which are invested in U.S. Treasury Securities.

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

Description

Level

June 30,

2020

Assets:

Investments held in Trust Account – U.S. Treasury Securities Money Market Fund

65,691,936

- 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

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 5,806,939 shares of common stock subject to possible redemption at June 30, 2020 is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Income Taxes

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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and 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.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Weighted average shares at June 30, 2019 were reduced for the effect of an aggregate of 225,000 shares of common stock that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,133,767 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method.

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Recently Issued Accounting Standards

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

Income Tax (Tables)

12 Months Ended

Jun. 30, 2020

Income Tax Disclosure Abstract

Schedule of Net Deferred Tax Assets

The Company’s net deferred tax assets are as follows:

	June 30, 2020
Deferred tax asset
Organizational/Start-up costs	$	25,745
Total deferred tax asset		25,745
Valuation allowance		(25,745	)
Deferred tax asset, net of allowance	$	—

Schedule of Income Tax Provision

The income tax provision consists of the following:

	Year Ended June 30, 2020
Federal
Current	$	812
Deferred		(25,745	)

State
Current	$	—
Deferred		—
Change in valuation allowance		25,745
Income tax provision	$	812

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended June 30, 2020 is as follows:

Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(21.7	)%
Income tax provision benefit	(0.7	)%

Description of Organization and Business Operations - Additional Information (Details)				3 Months Ended		12 Months Ended
	Mar. 20, 2020 USD ($) $ / shares shares	Mar. 10, 2020 USD ($) $ / shares shares	Mar. 10, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) Subsidiary $ / shares	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($) $ / shares	Mar. 05, 2020 USD ($) $ / shares	Jun. 30, 2019 USD ($)
Description Of Organization And Business Operations [Line Items]
Incorporation date				Dec. 19, 2018
Sale of units, price per unit \| $ / shares							$ 10.00
Gross proceeds of stock issued						$ 61,880,386
Gross proceeds of warrants						1,285,000
Net proceeds of sale of units							$ 60,000,000
Offering costs	$ 3,757,284					397,212
Underwriting fees				$ 1,062,753		1,062,753
Deferred underwriting fees				2,297,319		2,297,319
Other offering costs				$ 397,212		$ 397,212
Redemption price per share \| $ / shares				$ 10.00		$ 10.00
Net tangible asset upon consummation of business combination				$ 5,000,001		$ 5,000,001
Combination period				Mar. 10, 2022		Mar. 10, 2022
Percentage of outstanding public shares redeemed				100.00%		100.00%
Actual per share redemption price \| $ / shares				$ 10.00		$ 10.00
Cash available for working capital purposes				$ 562,783		$ 684,708		$ 25,000
Maximum
Description Of Organization And Business Operations [Line Items]
Percentage of public shares restricted from redemption				20.00%		20.00%
Minimum
Description Of Organization And Business Operations [Line Items]
Percentage of fair market value in Trust Account				80.00%		80.00%
Percentage of ownership held in voting securities				50.00%		50.00%
Initial Public Offering
Description Of Organization And Business Operations [Line Items]
Effective date				Mar. 05, 2020
Stock issued \| shares		6,000,000	6,000,000
Sale of units, price per unit \| $ / shares		$ 10.00	$ 10.00
Gross proceeds of stock issued		$ 60,000,000	$ 60,000,000
Offering costs					$ 3,757,284	$ 3,757,284
Private Placement
Description Of Organization And Business Operations [Line Items]
Sale of warrants \| shares		2,570,000	2,570,000
Sale price of warrant \| $ / shares		$ 0.50	$ 0.50
Gross proceeds of warrants		$ 1,285,000	$ 1,285,000
Over-allotment Option
Description Of Organization And Business Operations [Line Items]
Stock issued \| shares	563,767
Sale of units, price per unit \| $ / shares	$ 10.00
Gross proceeds from sale of units	$ 5,637,670
Net proceeds from sale of units	5,637,670
Aggregate proceeds held in Trust Account	$ 65,637,670
LifeSci Acquisition Merger Sub Inc
Description Of Organization And Business Operations [Line Items]
Incorporation date				Sep. 14, 2020
Number of wholly owned subsidiary \| Subsidiary				1

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended			6 Months Ended	12 Months Ended
	Mar. 20, 2020	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents		$ 0			$ 0	$ 0
Common stock subject to possible redemption		5,763,508			0	5,806,939
Offering costs	$ 3,757,284					$ 397,212
Unrecognized tax benefits		$ 0			$ 0	0
Accrued for interest and penalties		$ 0			0	$ 0
Weighted average shares of common stock subject to forfeiture				225,000		225,000
Purchase of common stock in calculation of diluted income (loss) effect of warrants sold		5,851,883				9,133,767
Interest income		$ 6,082				$ 54,266
Franchise and Income taxes		6,082				51,212
Net loss		(434,304)		$ (100)	$ (1,450)	(119,542)
Income attributable to redeemable common stock		0				3,054
Concentrations of credit risk amount		$ 250,000				250,000
Initial Public Offering
Summary Of Significant Accounting Policies [Line Items]
Offering costs			$ 3,757,284			$ 3,757,284
Common Stock Subject to Mandatory Redemption
Summary Of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption		5,763,508				5,806,939

Related Party Transactions - Additional Information (Details) - USD ($)						3 Months Ended		12 Months Ended
	Mar. 20, 2020	Mar. 10, 2020	Mar. 10, 2020	Mar. 05, 2020	Mar. 01, 2019	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Nov. 21, 2019
Related Party Transaction [Line Items]
Stock issued aggregate purchase price value								$ 61,880,386
Common stock shares outstanding						2,441,201	2,397,770	2,397,770	1,437,500
Stock options exercised forfeited outstanding						225,000
Accounts payable and accrued expenses						$ 401,493	$ 115,452	$ 115,452	$ 1,450
Administrative Support Agreement
Related Party Transaction [Line Items]
Office space expense				$ 10,000
Fees for services						30,000		40,000
Accounts payable and accrued expenses						70,000	40,000	$ 40,000
Related Party Loans
Related Party Transaction [Line Items]
Business combination outstanding working capital loans				$ 0		$ 0	$ 0		$ 0
Unsecured Promissory Note
Related Party Transaction [Line Items]
Debt instrument principal amount										$ 175,000
Debt instrument outstanding principal amount		$ 175,000	$ 175,000
Promissory Note
Related Party Transaction [Line Items]
Debt instrument principal amount		1,000,000	1,000,000
Debt instrument underwriting discount		$ 1,000,000	$ 1,000,000
Founder Shares
Related Party Transaction [Line Items]
Stock issued aggregate purchase price shares					1,437,500
Stock issued aggregate purchase price value					$ 25,000
Dividends from common stock shares outstanding				0.20
Common stock shares outstanding				1,725,000
Aggregate common stock shares forfeiture				225,000
Founder Shares are no longer subject to forfeiture				140,942
Stock options exercised forfeited outstanding				1,640,942
Related party transaction, description						The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.		The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Percentage of initial stock holders						50.00%		50.00%
Closing price of common stock						$ 12.50	$ 12.50	$ 12.50
Percentage of business combination commencement						50.00%		50.00%
Initial Public Offering
Related Party Transaction [Line Items]
Stock issued aggregate purchase price shares		6,000,000	6,000,000
Stock issued aggregate purchase price value		$ 60,000,000	$ 60,000,000
Initial Public Offering \| Founder Shares
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding shares of public offering				20.00%
Over-allotment Option
Related Party Transaction [Line Items]
Stock issued aggregate purchase price shares	563,767
Over-allotment Option \| Founder Shares
Related Party Transaction [Line Items]
Aggregate common stock shares forfeiture				84,058

Commitments and Contingencies - Additional Information (Details)				3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 25, 2020 USD ($) $ / shares shares	Mar. 20, 2020 USD ($) $ / shares shares	Mar. 05, 2020 Demand $ / shares	Sep. 30, 2020 $ / shares shares	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($) $ / shares shares
Loss Contingencies [Line Items]
Number of demands of registration rights \| Demand			2
Number of demand registration rights at expense \| Demand			1
Demand registration rights exercise period			5 years
Piggy back registration rights exercise period			7 years
Purchase price per unit			$ 10.00
Underwriter cash discount per unit		$ 0.20
Aggregate underwriter cash discount \| $		$ 1,312,753
Deferred fee per unit		$ 0.35
Underwriter deferred fee \| $		$ 2,297,319
Common stock price per share				$ 10.00		$ 10.00
Vincera Business Combination
Loss Contingencies [Line Items]
Percentage Of Issued And Outstanding Common Stock Owned	100.00%
Consideration to be paid \| $	$ 55,000,000
Business combination consideration, shares \| shares	5,500,000
Common stock price per share	$ 10.00
Rosedale Park, LLC
Loss Contingencies [Line Items]
Proceeds from related party \| $					$ 250,000	$ 250,000
Over-allotment Option
Loss Contingencies [Line Items]
Number of additional units purchased \| shares		900,000
Underwriter option period		45 days
Sale of units in initial public offering \| shares		563,767		563,767		563,767
Purchase price per unit		$ 10.00

Stockholders' Equity - Additional Information (Details) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2019
Class Of Stock [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0	0
Preferred stock shares outstanding	0	0	0
Common stock shares authorized	30,000,000	30,000,000	30,000,000
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of the Company’s common stock are entitled to one vote for each share.	Holders of the Company’s common stock are entitled to one vote for each share.
Common stock shares issued	2,441,201	2,397,770	1,437,500
Common stock shares outstanding	2,441,201	2,397,770	1,437,500
Common stock subject to possible redemption	5,763,508	5,806,939	0
Warrant expiration term	5 years	5 years
Exercise price per share	$ 0.01	$ 0.01
Common Stock
Class Of Stock [Line Items]
Unit price per share	$ 16.50	$ 16.50

Private Placement - Additional Information (Details)			12 Months Ended
Private Placement - Additional Information (Details)	Mar. 10, 2020 USD ($) Entity $ / shares shares	Mar. 10, 2020 USD ($) Entity $ / shares shares	Jun. 30, 2020 USD ($) $ / shares	Sep. 30, 2020 $ / shares
Private Placement [Line Items]
Proceeds from issuance of warrants \| $			$ 1,285,000
Exercise price per share \| $ / shares			$ 0.01	$ 0.01
Private Placement
Private Placement [Line Items]
Sale of warrants	2,570,000	2,570,000
Private Placement \| Private Warrants
Private Placement [Line Items]
Number of affiliated entities \| Entity	2	2
Sale of warrants	2,570,000	2,570,000
Proceeds from issuance of warrants \| $	$ 1,285,000	$ 1,285,000
Number of common stock into which each warrant converted	1	1
Exercise price per share \| $ / shares	$ 11.50	$ 11.50

Fair Value Measurements - Additional Information (Details) - USD ($)	Sep. 30, 2020	Jun. 30, 2020
U.S. Treasury Securities Money Market Fund
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets held in the Trust Account	$ 65,698,018	$ 65,691,936

Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - U.S. Treasury Securities Money Market Fund - USD ($)	Sep. 30, 2020	Jun. 30, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets held in the Trust Account	$ 65,698,018	$ 65,691,936
Recurring \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets held in the Trust Account	$ 65,698,018	$ 65,691,936

Income Tax - Additional Information (Details)	12 Months Ended
Income Tax - Additional Information (Details)	Jun. 30, 2020 USD ($)
Operating Loss Carryforwards [Line Items]
Change in valuation allowance	$ 25,745
U.S. Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	0
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 0

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Jun. 30, 2020 shares
Common Stock
Sale of Units, net of underwriting discounts and offering costs	6,563,767
Additional Paid-in Capital
Sale of Private Warrants	2,570,000

Income Tax - Schedule of Deferred Tax Assets (Details)	Jun. 30, 2020 USD ($)
Deferred tax asset
Organizational/Start-up costs	$ 25,745
Total deferred tax asset	25,745
Valuation allowance	$ (25,745)

Income Tax - Schedule of Provision for Income Tax (Details)	12 Months Ended
	Jun. 30, 2020 USD ($)
Federal
Current	$ 812
Deferred	(25,745)
State
Change in valuation allowance	25,745
Income tax provision	$ 812