Lottery.com (LTRY) 10-K/A 28 Jun 21 2020 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Jun. 25, 2021	Jun. 30, 2020
Document Information Line Items
Entity Registrant Name	TRIDENT ACQUISITIONS CORP.
Trading Symbol	TDAC
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,967,605
Entity Public Float			$ 62,493,876
Amendment Flag	true
Amendment Description	Trident Acquisitions Corp. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2021 (the “Original 10-K”) as a comprehensive amendment to amend and restate its financial statements and related footnote disclosures as of and for the year ended December 31, 2020. Accordingly, the following sections of the Original 10-K are being amended and restated hereby: Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Part II, Item 8 “Financial Statements and Supplementary Data”, Part II, Item 9A “Controls and Procedures” and Part IV, Item 15, “Exhibits and Financial Statement Schedules”. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Amendment.As noted above, Part II, Item 8 “Financial Statements and Supplementary Data” of this Amendment reflects the restatement of financial information included in the Company’s Original 10-K filed with the SEC. This Amendment supersedes the financial information included in the Original 10-K.Except as described above, no other changes have been made to the Original 10-K. The Original 10-K continues to speak as of the date of the Original 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original 10-K except for the restatement as described below. Accordingly, this Amendment should be read in conjunction with the Original 10-K and our filings with the SEC subsequent to the date of the Original 10-K.Background of RestatementOn April 12, 2021, the staff of the SEC issued a new Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants. In the SEC Statement, the staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.As a result of the SEC Statement, on June 16, 2021, the audit committee of the board of directors (“Audit Committee”) of Trident Acquisitions Corp. (the “Company”) determined that the Company’s financial statements which were included in the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission on March 30, 2021 (the “Original 10-K”), should no longer be relied upon due to an error in such financial statements relating to the Company’s classification as equity of (1) an aggregate of 1,150,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Company’s initial public offering (“Private Warrants”) and (2) an aggregate of 1,750,000 warrants issuable upon the exercise of a unit purchase option that was issued to the underwriter in the Company’s initial public offering (the “UPO Warrants”).Upon review of the SEC Statement, the Company reevaluated the accounting treatment of the Private Warrants and the UPO Warrants in consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Private Warrants and the UPO Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of each instrument does not have input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Private Warrants and the UPO Warrants are required to be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.The restatement results in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total cash flows.See Part IV, Item 15, Note 2, “Restatement of Previously Issued Financial Statements” of the notes to the consolidated financial statements of this Amendment for a more detailed discussion of the error and the effects of the restatement.Internal Control and Disclosure Controls ConsiderationIn connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures as of December 31, 2020 and determined a material weakness exists. As a result of that reassessment and in light of the SEC Statement, the Company’s management determined that its disclosure controls and procedures as of December 31, 2020 were not effective solely as a result of its classification of the Private Warrants and UPO Warrants as components of equity instead of as derivative liabilities. For a discussion of management’s consideration of the material weakness identified, see Item 9A. Controls and Procedures included in this Amendment.
Entity Central Index Key	0001673481
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-38508
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1996183
Entity Address, Address Line One	77 Water St., 8th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	(646)
Local Phone Number	229-7549
Title of 12(b) Security	Common stock, $0.001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 972,787	$ 55,461
Prepaid expenses	51,979	102,917
Prepaid income taxes	12,186
Total Current Assets	1,036,952	158,378
Deferred tax asset	217,086
Security deposit	1,200	1,200
Marketable securities held in Trust Account	63,405,336	74,376,617
TOTAL ASSETS	64,660,574	74,536,195
Current liabilities
Account payable and accrued expenses	325,860	159,377
Income taxes payable		679,431
Promissory notes – related party	5,075,000	180,000
Total Current Liabilities	5,400,860	1,018,808
Derivative liabilities	6,715,500
Deferred underwriting fee payable	5,031,250	5,031,250
TOTAL LIABILITIES	17,147,610	6,050,058
Commitments
Common stock subject to possible redemption, 3,881,505 and 6,076,290 shares at redemption value at December 31, 2020 and 2019, respectively	42,512,961	63,486,129
Stockholders’ Equity
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 8,086,215 and 7,148,526 issued and outstanding (excluding 3,881,505 and 6,076,290 shares subject to possible redemption) at December 31, 2020 and 2019, respectively	8,086	7,149
Additional paid-in capital	4,223,633	1,058,028
Retained earnings	768,284	3,934,831
Total Stockholders’ Equity	5,000,003	5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 64,660,574	$ 74,536,195

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	3,881,505	6,076,290
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock authorized	100,000,000	100,000,000
Common stock issued	8,086,215	7,148,526
Common stock outstanding	8,086,215	7,148,526

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Operating costs	$ 1,385,738	$ 1,100,138
Loss from operations	(1,385,738)	(1,100,138)
Other income:
Loss on change in fair value of derivative liabilities	(2,357,500)
Interest earned on marketable securities held in Trust Account	348,425	4,324,060
Refund of Tender Bid-Subsidiary	11,180
Other (loss) income, net	(1,997,895)	4,324,060
(Loss) income before benefit from (provision for) income taxes	(3,383,633)	3,223,922
Benefit from (provision for) income taxes	217,086	(690,816)
Net (loss) income	$ (3,166,547)	$ 2,533,106
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	5,207,431	17,476,926
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share)	$ 0.04	$ 0.17
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	7,272,058	7,101,692
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.47)	$ (0.06)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at Dec. 31, 2018	$ 7,071	$ 3,591,212	$ 1,401,725	$ 5,000,008
Balance (in Shares) at Dec. 31, 2018	7,070,627
Change in value of common stock subject to possible redemption	$ 78	(2,533,184)		(2,533,106)
Change in value of common stock subject to possible redemption (in Shares)	77,899
Net income (loss)			2,533,106	2,533,106
Balance at Dec. 31, 2019	$ 7,149	1,058,028	3,934,831	5,000,008
Balance (in Shares) at Dec. 31, 2019	7,148,526
Change in value of common stock subject to possible redemption	$ 937	7,523,605		7,524,542
Change in value of common stock subject to possible redemption (in Shares)	937,689
Initial measurement of private placement warrants accounted for as liabilities		(368,000)		(368,000)
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability		(3,990,000)		(3,990,000)
Net income (loss)			(3,166,547)	(3,166,547)
Balance at Dec. 31, 2020	$ 8,086	$ 4,223,633	$ 768,284	$ 5,000,003
Balance (in Shares) at Dec. 31, 2020	8,086,215

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net (loss) income	$ (3,166,547)	$ 2,533,106
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(348,425)	(4,324,060)
Deferred tax benefit	(217,086)	(851)
Loss on change in fair value of derivative liabilities	2,357,500
Changes in operating assets and liabilities:
Prepaid expenses	50,938	(39,074)
Prepaid income taxes	(12,186)
Accrued expenses	166,483	(135)
Income taxes payable	(679,431)	305,637
Net cash used in operating activities	(1,848,754)	(1,525,377)
Cash Flows from Investing Activities:
Investment in Trust Account	(2,619,785)	(500,000)
Cash withdrawals from Trust Account for redemptions	13,448,626	137,130,484
Cash withdrawals from Trust Account for franchise and income taxes	490,865	1,070,021
Net cash provided by investing activities	11,319,706	137,700,505
Cash Flows from Financing Activities:
Proceeds from promissory notes – related parties	5,075,000	180,000
Repayment of promissory notes – related parties	(180,000)	(425,000)
Redemptions of common stock	(13,448,626)	(137,130,484)
Net cash used in financing activities	(8,553,626)	(137,375,484)
Net Change in Cash	917,326	(1,200,356)
Cash – Beginning of period	55,461	1,255,817
Cash – End of period	972,787	55,461
Supplemental cash flow information:
Cash paid for income taxes	691,617	386,030
Non-Cash investing and financing activities:
Initial measurement of private placement warrants accounted for as liabilities	368,000
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability	3,990,000
Change in value of common stock subject to possible redemption	$ 7,524,542	$ 2,533,106

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Trident Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on March 17, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (“Business Combination”). At December 31, 2020, the Company had one subsidiary, Trident Black Sea Inc., a majority-owned subsidiary of the Company incorporated in Delaware on May 7, 2019 (“Trident Black Sea”). At December 31, 2020, the Company had not yet commenced operations. All activity through December 31, 2020 relates to the Company’s formation, its public offering (“Initial Public Offering”), which is described below, and identifying a target for a Business Combination and activities in connection with the proposed acquisition of AutoLotto, Inc. (“Lottery.com”) (see Note 12). The registration statement for the Company’s Initial Public Offering was declared effective on May 29, 2018. On June 1, 2018, the Company consummated the Initial Public Offering of 17,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $175,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,150,000 Private Units, at a price of $10.00 per unit in a private placement to certain of the Company’s affiliates and stockholders (the “Insiders”), generating gross proceeds of $11,500,000, which is described in Note 5. Following the closing of the Initial Public Offering on June 1, 2018, an amount of $178,500,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units 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 (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of 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 Trust Account, as described below. On June 5, 2018, in connection with the underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 2,625,000 Units at $10.00 per unit, generating total gross proceeds of $26,250,000. Simultaneously with the sale of the additional Units, the Company deposited an aggregate of $1,181,250 into the Trust Account from funds previously held outside of the Trust Account. A total of $26,775,000 was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $205,275,000. Transaction costs amounted to $11,101,864, consisting of $5,031,250 of underwriting fees, $5,031,250 of deferred underwriting fees and $1,039,364 of other costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that 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 interest released to pay franchise and income taxes) at the time of the signing a definitive agreement in connection with 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 convert 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 convert their shares for a pro rata portion of the amount then in the Trust Account ($10.20 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 franchise and incomes tax obligations). The per-share amount to be distributed to stockholders who convert their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no conversion 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 conversions 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 convert shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to convert their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from converting its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering (“Excess Shares”). The Company’s Insiders, officers, directors and any holder of the Company’s insider shares (as defined in Note 6) (the “initial stockholders”) have agreed (a) to vote their insider shares, Private Shares (as defined in Note 6) and Public Shares in favor of a Business Combination, (b) 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 with the opportunity to redeem their shares in conjunction with any such amendment; (c) not to convert any shares in connection with a stockholder vote to approve a Business Combination and (d) that the insider shares and Private Shares will not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. The Company initially had until December 1, 2019 to consummate a Business Combination (the “Combination Period”). On November 26, 2019, the Company held its Annual Meeting of the Stockholders of the Company at which the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the period of time for which the Company is required to complete a Business Combination two times for an additional 90 days each time to June 1, 2020 (the termination date as so extended, the “Extended Termination Date”). The Company agreed to contribute $500,000 to the Trust Account for each 90-day extension period. The Company contributed an aggregate of $1,000,015 to the Trust Account which extended the date to June 1, 2020 to complete a Business Combination. In connection with the approval of the Charter Amendment, stockholders elected to redeem an aggregate of 13,081,434 shares of the Company’s common stock. As a result, an aggregate of $137,130,484 (or approximately $10.48 per share) was removed from the Company’s Trust Account to pay such stockholders. On May 28, 2020, the Company held a Special Meeting of the Stockholders of the Company at which the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Second Charter Amendment”) to extend the period of time for which the Company is required to complete a Business Combination to September 1, 2020 (the “Second Extended Date”). The Company agreed to contribute $0.15 for each Public Share outstanding that was not redeemed for the three-month extension period. As of June 30, 2020, the Company contributed an aggregate of $962,476 to the Trust Account and had until September 1, 2020 to complete a Business Combination. In connection with the approval of the Second Charter Amendment, stockholders elected to redeem an aggregate of 627,059 shares of the Company’s common stock. As a result, an aggregate of $6,666,775 (or approximately $10.63 per share) was removed from the Company’s Trust Account to pay such stockholders and 12,597,757 shares of common stock were then issued and outstanding as of June 30, 2020. On August 28, 2020, the Company held a Special Meeting of the Stockholders of the Company at which the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Third Charter Amendment”) to extend the period of time for which the Company is required to complete a Business Combination to December 1, 2020 (the “Third Extended Date”). The Company agreed to contribute $0.15 for each Public Share outstanding that was not redeemed for the three-month extension period. As of September 30, 2020, the Company contributed an aggregate of $867,971 to the Trust Account and had until December 1, 2020 to complete a Business Combination. In connection with the approval of the Third Charter Amendment, stockholders elected to redeem an aggregate of 630,037 shares of the Company’s common stock. As a result, an aggregate of $6,781,851 (or approximately $10.76 per share) was removed from the Company’s Trust Account to pay such stockholders and 11,967,720 shares of common stock were then issued and outstanding as of September 30, 2020. The Company held a special meeting of stockholders on November 30, 2020, pursuant to which the stockholders approved to extend the Third Extended Date from December 1, 2020 to March 1, 2021, with an ability to further extend for an additional three months to June 1, 2021 (the “Fourth Extended Date”) if approved by the Company’s board of directors. On February 26, 2021, the Company’s board of directors approved the extension of the Fourth Extended Date to June 1, 2021 to permit sufficient time for the Company to consummate its previously announced proposed business combination with Lottery.com, including filing a registration statement on Form S-4 that will include a proxy statement. The Company agreed to contribute $0.05 for each Public Share outstanding that was not redeemed for each month of the extension going forward. On December 1, 2020, the Company contributed an aggregate of $289,323 to the Trust Account. The Company held a special meeting of stockholders on May 27, 2021, pursuant to which the stockholders approved to extend the Fourth Extended Date from June 1, 2021 to September 1, 2021, with an ability to further extend for an additional three months to December 1, 2021 (the “Fifth Extended Date”) if approved by the Company’s board of directors. In addition, the Company agreed that for each month of the extension, if the daily volume weighted average price of the Company’s common stock for any 10 consecutive trading days in the prior month is below $11.40 per share, as determined two (2) trading days prior to the last day of such month, the Company must deposit, or cause to be deposited by its insiders, $0.05 for each public share of common stock that was not redeemed in connection with the special meeting into the Company’s trust account. If the Company is unable to consummate a Business Combination by the Fourth Extended Date, 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 initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their insider shares and Private Shares if the Company fails to complete a Business Combination during the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 7) 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.20 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the initial stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter 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 initial stockholders 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 initial stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had $972,787 in its operating bank accounts, and an adjusted working capital of $738,956, which excludes prepaid income taxes of $12,186 and franchise and income taxes payable of $40,050, of which such amounts will be paid from interest earned on the Trust Account, and promissory notes in the amount of $5,075,000 as such amounts are payable upon the consummation of a Business Combination and not from the working capital of the Company. As of December 31, 2020, approximately $1,537,000 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company’s tax obligations. Through December 31, 2020, the Company has withdrawn $1,560,885 of interest earned from the Trust Account in order to pay its taxes, of which $490,865 was withdrawn during the year ended December 31, 2020. On December 17, 2019, Viktoria Group, LLC, a company owned by the Company’s President and Chief Financial Officer, loaned the Company $180,000 in order to fund working capital requirements and finance transaction expenses in connection with a Business Combination. The loan was non-interest bearing and was repaid on June 18, 2020. On January 30, 2020, VK Consulting, Inc. a company owned by the Company’s President and Chief Financial Officer, loaned the Company $425,000 in order to fund working capital requirements and finance transaction expenses in connection with a Business Combination. The loan is non-interest bearing and currently due on demand. On February 7, 2020, May 15, 2020 and August 27, 2020, BGV Group Limited, an affiliate of one of the Company’s stockholders, loaned the Company an aggregate of $3,400,000 to be used to finance transaction costs in connection with a Business Combination. The loans are non-interest bearing and currently due on demand. On November 27, 2020, an affiliate of the Company loaned the Company an aggregate of $150,000 to fund the Company’s working capital requirements and finance transaction expenses in connection with a Business Combination. The loans are non-interest bearing and payable on December 1, 2021. On November 30, 2020 and December 28, 2020, an affiliate of the Company loaned the Company an aggregate of $1,100,000 to fund the Company’s working capital requirements and finance transaction expenses in connection with a Business Combination. The loans are non-interest bearing and currently due on demand. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Company’s initial stockholders, officers or directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through December 1, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the staff of the SEC issued a new Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants. In the SEC Statement, the staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. In connection with the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and Underwriter’s Unit Purchase Option (“UPO Warrants”) are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company previously accounted for its outstanding Private Placement Warrants and UPO Warrants (see Note 9) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. As a result of the above, the Company should have classified the Private Placement Warrants and UPO Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Private Placement Warrants and UPO Warrants at the end of each reporting period and recognize changes in the fair value at each reporting date in the consolidated statements of operations (see Notes 3 and 11). The Company’s accounting for the Private Placement Warrants and UPO Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. The Company reviewed all prior reporting periods where the warrants and UPO Warrants were outstanding. While the impact for periods prior to December 31, 2020 was deemed to be immaterial, the Company concluded that the previously issued financial statements as of and for the year ended December 31, 2020 should not be relied on because of a misapplication in the guidance on derivative accounting. The following table summarizes the effect of the Restatement on each financial statement line item as of and for the year ended December 31, 2020: As Previously Reported Adjustment As Restated Balance Sheet as of December 31, 2020 Derivative liabilities $ — $ 6,715,500 $ 6,715,500 Total liabilities 10,432,110 6,715,500 17,147,610 Common stock subject to possible redemption 49,228,456 (6,715,495 ) 42,512,961 Common stock 7,473 613 8,086 Additional paid in capital 1,866,751 2,356,882 4,223,633 Retained earnings 3,125,784 (2,357,500 ) 768,284 Total stockholders’ equity 5,000,008 (5 ) 5,000,003 Statement of Operations for the Year Ended December 31, 2020 Loss on change in fair value of derivative liabilities $ — (2,357,500 ) (2,357,500 ) Other income (loss), net 359,605 (2,357,500 ) (1,997,895 ) Loss before benefit from income taxes (1,026,133 ) (2,357,500 ) (3,383,633 ) Net loss (809,047 ) (2,357,500 ) (3,166,547 ) Basic and diluted net loss per common share, Non-redeemable common stock (0.15 ) (0.32 ) (0.47 ) Statement of Cash Flows for the Year Ended December 31, 2020 Cash flow from operating activities: Net loss $ (809,047 ) (2,357,500 ) (3,166,547 ) Adjustments to reconcile net loss to net cash and used in operating activities: Change in fair value of derivative liabilities — $ 2,357,500 2,357,500 Initial measurement of private placement warrants accounted for as liabilities — 368,000 368,000 ) Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability — 3,990,000 3,990,000 Change in value of common stock subject to possible redemption 809,047 6,715,495 7,524,542

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 consolidated balance sheet 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 consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in money market funds, which are invested in U.S. Treasury securities. Through December 31, 2020, the Company has withdrawn $1,560,885 of interest earned from the Trust Account in order to pay its taxes, of which $490,865 was withdrawn during the year ended December 31, 2020. Derivative Financial Instruments The Company evaluates its financial instruments (including its UPO Warrants) to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. See Note 9 for a further discussion of the Company’s derivatives. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants and UPO Warrants were estimated using a Black-Scholes valuation approach (see Note 11). Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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 consolidated balance sheets, primarily due to their short-term nature. See Note 11 for additional information on assets and liabilities measured at fair value. 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 fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. 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 Topic 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. As of December 31, 2020 and 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 or state 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 and state tax laws. All tax years remain subject to potential examination. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. The enactment of the CARES Act did not have a significant impact on the Company’s income tax accounts for the year ended December 31, 2020. Net (Loss) Income Per Common Share Net (loss) income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 21,275,000 shares of common stock and (2) 1,750,000 shares of common stock and warrants to purchase 1,750,000 shares of common stock in the unit purchase option sold to the underwriters and their designees, in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of (loss) income per share for common shares subject to possible redemption in a manner similar to the two-class method of (loss) income per share. Net (loss) income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net (loss) income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net (loss) income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Year Ended December 31, December 31, Common stock subject to possible redemption Numerator: Earnings attributable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 233,723 $ 3,730,367 Less: interest available to be withdrawn for payment of taxes — (753,586 ) Net income attributable to common stock subject to possible redemption $ 233,723 $ 2,976,781 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,207,431 17,476,926 Basic and diluted net income per share, redeemable common stock $ 0.04 $ 0.17 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,166,547 ) $ 2,533,106 Less: income allocable to common stock subject to possible redemption (233,723 ) (2,976,781 ) Non-Redeemable Net Loss $ (3,400,270 ) $ (443,675 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,272,058 7,101,692 Basic and diluted net loss per share, Non-redeemable common stock $ (0.47 ) $ (0.06 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units at a purchase price of $10.00 per Unit, inclusive of 2,625,000 Units sold to the underwriters upon the underwriters’ election to exercise their over-allotment option in full. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 8).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Insiders purchased an aggregate of 1,150,000 Private Units, at $10.00 per Private Unit for an aggregate purchase price of $11,500,000. Each Private Unit consists of one share of common stock and one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. The proceeds from the sale of the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) until after the completion of a Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Insider Shares In March 2016, the Company issued 3,737,500 shares of common stock to the initial stockholders (the “insider shares”) for an aggregate purchase price of $25,000. In February 2018, the Company sold an additional 1,293,750 insider shares for an aggregate purchase price of $8,654, resulting in a total of 5,031,250 insider shares issued and outstanding. The 5,031,250 insider shares included an aggregate of up to 656,250 shares subject to forfeiture by the initial stockholders to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering, excluding shares in the Private Units (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). On June 5, 2018, as a result of the underwriters’ election to exercise their over-allotment option in full, 656,250 insider shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) with respect to 50% of the insider shares, until the earlier of (i) six months after the date of the consummation of a Business Combination and on the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the insider shares, six months after the date of the consummation of a Business Combination, or if, (ii) 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 common stock for cash, securities or other property (the “Lock-Up Period”). Promissory Notes — Related Parties In March 2016, VK Consulting, Inc. loaned the Company $425,000 to be used for the payment of costs related to the Initial Public Offering. On February 15, 2018, the terms of the promissory note with VK Consulting were amended such that the loan is now payable upon the consummation of a Business Combination. The loan was repaid in December 2019. On December 17, 2019, Viktoria Group, LLC loaned the Company $180,000 under a promissory note to fund its working capital requirements and finance transaction expenses in connection with a Business Combination. The promissory note was non-interest bearing and payable on December 2, 2020. The loan was non-interest bearing and was repaid on June 18, 2020. On January 30, 2020, VK Consulting, Inc. loaned the Company $425,000 under a promissory note to fund its working capital requirements and finance transaction expenses in connection with a Business Combination. The promissory note is non-interest bearing and currently due on demand. On February 7, 2020, May 15, 2020 and August 27, 2020, BGV Group Limited loaned the Company an aggregate of $3,400,000 under promissory notes to fund its working capital requirements and finance transaction expenses in connection with a Business Combination. The promissory notes are non-interest bearing and currently due on demand. On November 27, 2020, an affiliate of the Company loaned the Company an aggregate of $150,000 to fund the Company’s working capital requirements and finance transaction expenses in connection with a Business Combination. The loans are non-interest bearing and payable on December 1, 2021. On November 30, 2020 and December 28, 2020, an affiliate of the Company loaned the Company an aggregate of $1,100,000 to fund the Company’s working capital requirements and finance transaction expenses in connection with a Business Combination. The loans are non-interest bearing and currently due on demand. If the Company does not complete a Business Combination, any outstanding loans from the Company’s insiders, officers and directors or their affiliates will be repaid only from amounts remaining outside of the Company’s Trust Account, if any. As of December 31, 2020, there was $5,075,000 outstanding under the promissory notes. Administrative Services Agreement The Company entered into an agreement whereby, commencing on May 30, 2018 through the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will pay VK Consulting a monthly fee of $7,500 for office space and secretarial and administrative services. For each of the years ended December 31, 2020 and 2019, the Company incurred and paid $90,000 in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, certain of the Company’s initial stockholders, officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination 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. Up to $200,000 of Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such Units would be identical to the Private Units. As of December 31, 2020 and 2019, there were no amounts outstanding.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on May 29, 2018, the holders of the insider shares, as well as the holders of the Private Units (and any shares of common stock issuable upon exercise of the Private Warrants) and any shares the initial stockholders, officers, directors or their affiliates may be issued in payment of the Working Capital Loans, are entitled to registration rights. The holders of the 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 insider 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 Units or units issued in payment of Working Capital Loans made to the Company can elect to exercise these registration rights at any time commencing on the date that 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $5,031,250. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Warrant Solicitation Fee The Company has agreed to pay the underwriter a warrant solicitation fee of five percent (5%) of the exercise price of each Public Warrant exercised during the period commencing thirty days after the consummation of the Business Combination, including warrants acquired by security holders in the open market, but excluding warrants exercised during the 30 day period following notice of a proposed redemption. The warrant solicitation fee will be payable in cash. There is no limitation on the maximum warrant solicitation fee payable to the underwriter, except to the extent it is limited by the number of Public Warrants outstanding.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Common Stock Public Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 30 days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the 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 the Public 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; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; 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. 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.

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	NOTE 9. DERIVATIVE LIABILITIES Unit Purchase Option On June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 1,750,000 Units exercisable at $12.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of a Business Combination. The option represents the right to purchase 1,750,000 shares of common stock and 1,750,000 warrants to purchase 1,750,000 shares of common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 29, 2023. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering. The Company accounted for the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. For reporting periods subsequent to the Initial Public Offering, when the fair value of the Company’s stock price exceeds the value of the UPO Warrants, the Company classified the UPO Warrants as a liability as it is a freestanding marked-to-market derivative instrument that is precluded from being classified in stockholders’ equity. The UPO liability is marked-to-market each reporting period with the change in fair value recorded to other income (expense) in the accompanying consolidated statements of operations until the UPO Warrants are exercised, expire or other facts and circumstances lead the UPO Warrants to be reclassified to stockholders’ equity. For reporting periods prior to December 31, 2020 the fair value of the stock price did not exceed the value of the UPO Warrants, therefore no derivative liability was recorded. As of December 31, 2020, the fair value of the UPO was $2.28 and a liability of $3,990,000 was recognized. The fair value of the liability recorded for the UPO Warrants is estimated using a Black-Scholes option-pricing model within a Monte Carlo simulation model framework. The option and the 1,750,000 Units, as well as the 1,750,000 shares of common stock and 1,750,000 warrants, and 1,750,000 shares of common stock underlying such warrants, that may be issued upon exercise of the option, have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”) and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for 180 days following the effective date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, nor may the option, nor the securities underlying the option, be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition for such period. The option grants to holders demand and “piggyback” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price. Private Warrants The Private Warrants are identical to the Public Warrants (see Note 8) underlying the Units sold in the Initial Public Offering, except that the Private Warrants are non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. 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 stock. 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.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, 2020 2019 Deferred tax assets (liability) Net operating loss carryforward $ 217,086 $ — Unrealized gain on marketable securities — — Total deferred tax assets (liability) 217,086 — Valuation Allowance — — Deferred tax assets (liability) $ 217,086 $ — The income tax provision consists of the following: December 31, December 31, 2020 2019 Federal Current $ — $ 691,667 Deferred (217,086 ) (851 ) State and Local Current — — Deferred — — Change in valuation allowance — — Income tax provision $ (217,086 ) $ 690,816 As of December 31, 2020 and 2019, the Company had $1,022,561 and $0 of U.S. federal net operating losses available for carryback or carryover to offset taxable income, respectively. 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. Management believes that it is more likely than not the deferred tax assets generated in 2020 will be realized based upon the ability to carryback net operating losses to 2019. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % True-ups 0.0 % 0.4 % Loss on change in fair value of warrant liability (14.6 )% 0.0 % Income tax provision 6.4 % 21.4 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 63,405,336 $ 74,376,617 Liabilities: Derivative Liability – Private Placement Warrants 3 2,725,500 — Derivative Liability – UPO Warrants 3 3,990,000 — The Company utilizes a Black-Scholes model approach to value the Placement Warrants and UPO Warrants at each reporting period, with changes in fair value recognized in the Statements of Operations. The estimated fair value of the derivative liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the derivatives. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the derivatives. The expected life of the derivatives is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Black-Scholes model to measure the derivative liabilities that are categorized within Level 3 of the fair value hierarchy are as follows as of December 31, 2020: Private Placement Warrants UPO Warrants Stock price $ 11.96 $ 11.96 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 18.40 % 18.40 % Risk-free rate 0.43 % 0.43 % Dividend yield 0.00 % 0.00 % Fair value $ 2.37 $ 2.28 The following table provides a summary of the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Derivative Liabilities Fair value as of December 31, 2019 $ — Initial measurement of private placement warrants accounted for as liabilities 368,000 Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability 3,990,000 Change in valuation of derivative liabilities 2,357,500 Fair value as of December 31, 2020 $ 6,715,500 There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below or within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Proposed Business Combination with Lottery.com On February 21, 2021, the Company entered into a business combination agreement (the “Merger Agreement”) with Trident Merger Sub II Corp. (“Merger Sub”) (incorporated on February 9, 2021) and Lottery.com. Upon the closing (the “Closing”) of the business combination with Lottery.com, Merger Sub will merge with and into Lottery.com, with Lottery.com as the surviving company, continuing as the Company’s wholly owned subsidiary following the transaction and the separate existence of Merger Sub shall cease. At the Closing, each share of Lottery.com common stock issued and outstanding as of immediately prior to the Closing shall be converted into the right to receive the Per Share Merger Consideration. “Per Share Merger Consideration” means the quotient obtained by dividing (a) 40,000,000 shares of the Company’s common stock by (b) the aggregate number of shares of Lottery.com common stock (including shares issued upon the conversion or exercise of Lottery.com convertible securities) issued and outstanding as of immediately prior to the Closing (the “Lottery.com Shares”). The Per Share Merger Consideration shall be reduced by the number of shares of our common stock equal to the quotient of (i) the amount by which Net Indebtedness exceeds $10,000,000, as mutually agreed between the Company and Lottery.com (each acting reasonably), divided by (ii) 11.00. “Net Indebtedness” means the amount equal to Lottery.com’s Indebtedness, less cash and cash equivalents. For the avoidance of doubt, Lottery.com’s Indebtedness shall not include current liabilities or any intercompany Indebtedness between or among Lottery.com and any of its subsidiaries. The holders of the Lottery.com Shares (the “Sellers”) will also be entitled to receive up to 6,000,000 additional shares of the Company’s common stock (the “Seller Earnout Shares”) that may be issuable from time to time as set forth below. The aggregate value of the consideration to be paid by the Company in the business combination (excluding the Seller Earnout Shares) is approximately $444 million (calculated as follows: 40,000,000 shares of the Company’s common stock to be issued to the Sellers, multiplied by $11.00). Upon the Closing, the Company will change its name to “Lottery.com.” If, at any time on or prior to December 31, 2021, the daily volume-weighted average price of shares of the Company’s common stock equals or exceeds $13.00 per share for 20 of any 30 consecutive trading days commencing after the Closing, each Seller shall receive its pro rata portion of 3,000,000 Seller Earnout Shares and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (the “Founder Holders”) shall receive an aggregate of 2,000,000 shares of the Company’s common stock. If, at any time on or prior to December 31, 2022, the daily volume-weighted average price of shares of the Company’s common stock equals or exceeds $16.00 per share for 20 of any 30 consecutive trading days commencing after the Closing, each Seller shall receive its pro rata portion of 3,000,000 Seller Earnout Shares and the Founder Holders shall receive an aggregate of 2,000,000 shares of common stock. The Seller Earnout Shares then earned and issuable shall be issued to the Sellers on a pro-rata basis based on the percentage of the Lottery.com Shares owned by them immediately prior to the Closing. The parties agreed that immediately following the Closing, the Company’s board of directors will consist of five directors, four of which will be designated by Lottery.com and one of which will be designated by the Company, such appointment by the Company to be an independent director. On February 25, 2021, the Company transferred all of its equity interest in Trident Black Sea to VK Consulting, Inc. for an aggregate purchase price of $25,000, which is equal to the Company’s capital investment in Trident Black Sea.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Emerging growth company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 consolidated balance sheet 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	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	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 December 31, 2020 and 2019.
Marketable securities held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in money market funds, which are invested in U.S. Treasury securities. Through December 31, 2020, the Company has withdrawn $1,560,885 of interest earned from the Trust Account in order to pay its taxes, of which $490,865 was withdrawn during the year ended December 31, 2020.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments (including its UPO Warrants) to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. See Note 9 for a further discussion of the Company’s derivatives.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants and UPO Warrants were estimated using a Black-Scholes valuation approach (see Note 11).
Fair value of financial instruments	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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 consolidated balance sheets, primarily due to their short-term nature. See Note 11 for additional information on assets and liabilities measured at fair value.
Common stock subject to possible redemption	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 fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.
Income taxes	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 Topic 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. As of December 31, 2020 and 2019, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 or state 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 and state tax laws. All tax years remain subject to potential examination. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. The enactment of the CARES Act did not have a significant impact on the Company’s income tax accounts for the year ended December 31, 2020.
Net (Loss) Income Per Common Share	Net (Loss) Income Per Common Share Net (loss) income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 21,275,000 shares of common stock and (2) 1,750,000 shares of common stock and warrants to purchase 1,750,000 shares of common stock in the unit purchase option sold to the underwriters and their designees, in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of (loss) income per share for common shares subject to possible redemption in a manner similar to the two-class method of (loss) income per share. Net (loss) income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net (loss) income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net (loss) income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Year Ended December 31, December 31, Common stock subject to possible redemption Numerator: Earnings attributable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 233,723 $ 3,730,367 Less: interest available to be withdrawn for payment of taxes — (753,586 ) Net income attributable to common stock subject to possible redemption $ 233,723 $ 2,976,781 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,207,431 17,476,926 Basic and diluted net income per share, redeemable common stock $ 0.04 $ 0.17 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,166,547 ) $ 2,533,106 Less: income allocable to common stock subject to possible redemption (233,723 ) (2,976,781 ) Non-Redeemable Net Loss $ (3,400,270 ) $ (443,675 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,272,058 7,101,692 Basic and diluted net loss per share, Non-redeemable common stock $ (0.47 ) $ (0.06 )
Concentration of credit risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recently Issued Accounting Standards	Recently Issued Accounting Standards

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of previously reported operating expenses, cash flows or cash	As Previously Reported Adjustment As Restated Balance Sheet as of December 31, 2020 Derivative liabilities $ — $ 6,715,500 $ 6,715,500 Total liabilities 10,432,110 6,715,500 17,147,610 Common stock subject to possible redemption 49,228,456 (6,715,495 ) 42,512,961 Common stock 7,473 613 8,086 Additional paid in capital 1,866,751 2,356,882 4,223,633 Retained earnings 3,125,784 (2,357,500 ) 768,284 Total stockholders’ equity 5,000,008 (5 ) 5,000,003 Statement of Operations for the Year Ended December 31, 2020 Loss on change in fair value of derivative liabilities $ — (2,357,500 ) (2,357,500 ) Other income (loss), net 359,605 (2,357,500 ) (1,997,895 ) Loss before benefit from income taxes (1,026,133 ) (2,357,500 ) (3,383,633 ) Net loss (809,047 ) (2,357,500 ) (3,166,547 ) Basic and diluted net loss per common share, Non-redeemable common stock (0.15 ) (0.32 ) (0.47 ) Statement of Cash Flows for the Year Ended December 31, 2020 Cash flow from operating activities: Net loss $ (809,047 ) (2,357,500 ) (3,166,547 ) Adjustments to reconcile net loss to net cash and used in operating activities: Change in fair value of derivative liabilities — $ 2,357,500 2,357,500 Initial measurement of private placement warrants accounted for as liabilities — 368,000 368,000 ) Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability — 3,990,000 3,990,000 Change in value of common stock subject to possible redemption 809,047 6,715,495 7,524,542

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net (loss) income per common share	Year Ended December 31, December 31, Common stock subject to possible redemption Numerator: Earnings attributable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 233,723 $ 3,730,367 Less: interest available to be withdrawn for payment of taxes — (753,586 ) Net income attributable to common stock subject to possible redemption $ 233,723 $ 2,976,781 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,207,431 17,476,926 Basic and diluted net income per share, redeemable common stock $ 0.04 $ 0.17 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,166,547 ) $ 2,533,106 Less: income allocable to common stock subject to possible redemption (233,723 ) (2,976,781 ) Non-Redeemable Net Loss $ (3,400,270 ) $ (443,675 ) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,272,058 7,101,692 Basic and diluted net loss per share, Non-redeemable common stock $ (0.47 ) $ (0.06 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, 2020 2019 Deferred tax assets (liability) Net operating loss carryforward $ 217,086 $ — Unrealized gain on marketable securities — — Total deferred tax assets (liability) 217,086 — Valuation Allowance — — Deferred tax assets (liability) $ 217,086 $ —
Schedule of income tax provision	December 31, December 31, 2020 2019 Federal Current $ — $ 691,667 Deferred (217,086 ) (851 ) State and Local Current — — Deferred — — Change in valuation allowance — — Income tax provision $ (217,086 ) $ 690,816
Schedule of reconciliation of effective tax rate	December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % True-ups 0.0 % 0.4 % Loss on change in fair value of warrant liability (14.6 )% 0.0 % Income tax provision 6.4 % 21.4 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 63,405,336 $ 74,376,617 Liabilities: Derivative Liability – Private Placement Warrants 3 2,725,500 — Derivative Liability – UPO Warrants 3 3,990,000 —
Schedule of Black-Scholes model to measure the warrant liabilities	Private Placement Warrants UPO Warrants Stock price $ 11.96 $ 11.96 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 18.40 % 18.40 % Risk-free rate 0.43 % 0.43 % Dividend yield 0.00 % 0.00 % Fair value $ 2.37 $ 2.28
Schedule of changes in fair value of the Company’s Level 3 financial instruments	Derivative Liabilities Fair value as of December 31, 2019 $ — Initial measurement of private placement warrants accounted for as liabilities 368,000 Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability 3,990,000 Change in valuation of derivative liabilities 2,357,500 Fair value as of December 31, 2020 $ 6,715,500

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Jun. 05, 2018	Jun. 01, 2018	Jan. 01, 2018	Nov. 30, 2020	Aug. 28, 2020	May 28, 2020	Nov. 26, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 01, 2020	Nov. 27, 2020	Sep. 30, 2020	Aug. 27, 2020	Jun. 30, 2020	May 15, 2020	Feb. 07, 2020	Jan. 30, 2020	Dec. 17, 2019
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)								$ 10.20
Aggregate deposit in trust account	$ 1,181,250
Proceeds in trust account	26,775,000
Aggregate proceeds held in the trust account	$ 205,275,000
Transaction costs								$ 11,101,864
Underwriting fees								5,031,250
Deferred underwriting fees								5,031,250
Other costs								$ 1,039,364
Percentage of fair market value in trust account								80.00%
Business acquisition percentage of voting interest acquired								50.00%
Net tangible assets								$ 5,000,001
Description of restricted stock								Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from converting its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering (“Excess Shares”).
Percentage of redemption of company's outstanding public shares								100.00%
Business combination, description							the Company held its Annual Meeting of the Stockholders of the Company at which the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the period of time for which the Company is required to complete a Business Combination two times for an additional 90 days each time to June 1, 2020 (the termination date as so extended, the “Extended Termination Date”). The Company agreed to contribute $500,000 to the Trust Account for each 90-day extension period. The Company contributed an aggregate of $1,000,015 to the Trust Account which extended the date to June 1, 2020 to complete a Business Combination.
Shares redeem by stockholders (in Shares)					630,037	627,059	13,081,434
Amount remove from company's trust account					$ 6,781,851	$ 6,666,775	$ 137,130,484
Remove value per share from trust aacount (in Dollars per share)					$ 10.76	$ 10.63	$ 10.48
Public share outstanding per value (in Dollars per share)				$ 0.05	$ 0.15	$ 0.15
Contribution to trust account										$ 289,323		$ 867,971		$ 962,476
Public per share (in Dollars per share)								$ 0.05
Description of business combination within the combination period								If the Company is unable to consummate a Business Combination by the Fourth Extended Date, 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.
Net operating bank accounts								$ 972,787	$ 55,461
Working capital								738,956
Prepaid income taxes								12,186
Income taxes payable								40,050
Promissory note - related party				$ 1,100,000				5,075,000	180,000				$ 150,000		$ 3,400,000			$ 180,000
Deposit in trust account								1,537,000
Withdrawn from trust account								1,560,885
Amount withdrawn								490,865	$ 1,070,021
Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)			1,750,000
Gross proceeds from issuance offering			$ 100					$ 5,031,250
Price per share (in Dollars per share)			$ 12
VK Consulting, Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Promissory note - related party																	$ 425,000
BGV Group Limited [Member]
Description of Organization and Business Operations (Details) [Line Items]
Promissory note - related party				$ 1,100,000							$ 150,000					$ 3,400,000
Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)												11,967,720		12,597,757
Price per share (in Dollars per share)								$ 11.40
Common Stock [Member] | Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)								1,750,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		17,500,000						20,125,000
Gross proceeds from issuance offering		$ 175,000,000
Unit price (in Dollars per share)		$ 10.20
Aggregate deposit in trust account		$ 178,500,000
Price per share (in Dollars per share)								$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)								1,150,000
Gross proceeds from issuance offering								$ 11,500,000
Unit price (in Dollars per share)								$ 10
Price per share (in Dollars per share)								$ 10
Private Placement [Member] | Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)								21,275,000
Over-Allotment Option [Member] | Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	2,625,000							2,625,000
Gross proceeds from issuance offering	$ 26,250,000
Unit price (in Dollars per share)	$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of previously reported operating expenses, cash flows or cash	12 Months Ended
	Dec. 31, 2020USD ($)$ / shares
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Derivative liabilities
Total liabilities	10,432,110
Common stock subject to possible redemption	49,228,456
Common stock	7,473
Additional paid in capital	1,866,751
Retained earnings	3,125,784
Total stockholders’ equity	5,000,008
Statement of Operations for the Year Ended December 31, 2020
Loss on change in fair value of derivative liabilities
Other income (loss), net	359,605
Loss before benefit from income taxes	(1,026,133)
Net loss	$ (809,047)
Basic and diluted net loss per common share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.15)
Statement of Cash Flows for the Year Ended December 31, 2020
Net loss	$ (809,047)
Change in fair value of derivative liabilities
Initial measurement of private placement warrants accounted for as liabilities
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability
Change in value of common stock subject to possible redemption	809,047
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Derivative liabilities	6,715,500
Total liabilities	6,715,500
Common stock subject to possible redemption	(6,715,495)
Common stock	613
Additional paid in capital	2,356,882
Retained earnings	(2,357,500)
Total stockholders’ equity	(5)
Statement of Operations for the Year Ended December 31, 2020
Loss on change in fair value of derivative liabilities	(2,357,500)
Other income (loss), net	(2,357,500)
Loss before benefit from income taxes	(2,357,500)
Net loss	$ (2,357,500)
Basic and diluted net loss per common share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.32)
Statement of Cash Flows for the Year Ended December 31, 2020
Net loss	$ (2,357,500)
Change in fair value of derivative liabilities	2,357,500
Initial measurement of private placement warrants accounted for as liabilities	368,000
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability	3,990,000
Change in value of common stock subject to possible redemption	6,715,495
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Derivative liabilities	6,715,500
Total liabilities	17,147,610
Common stock subject to possible redemption	42,512,961
Common stock	8,086
Additional paid in capital	4,223,633
Retained earnings	768,284
Total stockholders’ equity	5,000,003
Statement of Operations for the Year Ended December 31, 2020
Loss on change in fair value of derivative liabilities	(2,357,500)
Other income (loss), net	(1,997,895)
Loss before benefit from income taxes	(3,383,633)
Net loss	$ (3,166,547)
Basic and diluted net loss per common share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.47)
Statement of Cash Flows for the Year Ended December 31, 2020
Net loss	$ (3,166,547)
Change in fair value of derivative liabilities	2,357,500
Initial measurement of private placement warrants accounted for as liabilities	368,000
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability	3,990,000
Change in value of common stock subject to possible redemption	$ 7,524,542

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Jan. 01, 2018	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Withdrew of interest earned on trust account		$ 1,560,885
Withdrawn during the period		490,865
Federal depository insurance coverage		$ 250,000
Underwriters [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction	1,750,000
Common Stock [Member] | Underwriters [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,750,000
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,750,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,150,000
Private Placement [Member] | Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		21,275,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net (loss) income per common share - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator: Earnings attributable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 233,723	$ 3,730,367
Less: interest available to be withdrawn for payment of taxes		(753,586)
Net income attributable to common stock subject to possible redemption	$ 233,723	$ 2,976,781
Denominator: Weighted Average Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	5,207,431	17,476,926
Basic and diluted net income per share, redeemable common stock (in Dollars per share)	$ 0.04	$ 0.17
Numerator: Net Loss minus Net Earnings
Net loss	$ (3,166,547)	$ 2,533,106
Less: income allocable to common stock subject to possible redemption	(233,723)	(2,976,781)
Non-Redeemable Net Loss	$ (3,400,270)	$ (443,675)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	7,272,058	7,101,692
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.47)	$ (0.06)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Jun. 05, 2018	Jun. 01, 2018	Jan. 01, 2018	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Description of initial public offering				Each Unit consists of one share of common stock and one warrant (“Public Warrant”).
Underwriters [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction			1,750,000
Unit price			$ 12
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction				1,750,000
Unit price				$ 11.50
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction		17,500,000		20,125,000
Unit price				$ 10
Over-Allotment Option [Member] | Underwriters [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction	2,625,000			2,625,000

Private Placement (Details)

Private Placement (Details)	12 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Warrant [Member]
Private Placement (Details) [Line Items]
Number of units issued in transaction (in Shares) | shares	1,750,000
Unit price | $ / shares	$ 11.50
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units issued in transaction (in Shares) | shares	1,150,000
Unit price | $ / shares	$ 10
Gross proceeds from issuance offering (in Dollars) | $	$ 11,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

Jun. 05, 2018

May 30, 2018

Dec. 17, 2019

Feb. 28, 2018

Mar. 31, 2016

Dec. 31, 2020

Dec. 31, 2019

Nov. 30, 2020

Nov. 27, 2020

Aug. 27, 2020

May 15, 2020

Feb. 07, 2020

Jan. 30, 2020

Related Party Transactions (Details) [Line Items]

Total number shares issued and outstanding (in Shares)

5,031,250

Maximum shares subject to forfeited (in Shares)

656,250

Promissory note - related party

$ 180,000

$ 5,075,000

$ 180,000

$ 1,100,000

$ 150,000

$ 3,400,000

VK Consulting, Inc [Member]

Related Party Transactions (Details) [Line Items]

VK Consulting loaned

$ 425,000

Promissory note - related party

$ 425,000

Viktoria Group, LLC [Member]

Related Party Transactions (Details) [Line Items]

Promissory note - related party

$ 180,000

Non-interest bearing and payable date

Dec. 2, 2020

BGV Group Limited [Member]

Related Party Transactions (Details) [Line Items]

Promissory note - related party

$ 1,100,000

$ 150,000

$ 3,400,000

Administrative Services Agreement [Member]

Related Party Transactions (Details) [Line Items]

Fee for office space, secretarial & administrative services

$ 7,500

Service expenses incurred

$ 90,000

$ 90,000

Initial stockholders (the "insider shares") [Member]

Related Party Transactions (Details) [Line Items]

Number of common stock issued (in Shares)

3,737,500

Purchase price of shares issued

$ 25,000

Number of common stock sold (in Shares)

1,293,750

Purchase price of shares sold

$ 8,654

Total number shares issued and outstanding (in Shares)

5,031,250

Maximum shares subject to forfeited (in Shares)

656,250

Percentage of issued and outstanding shares

20.00%

Description of initial stockholders

The initial stockholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) with respect to 50% of the insider shares, until the earlier of (i) six months after the date of the consummation of a Business Combination and on the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the insider shares, six months after the date of the consummation of a Business Combination, or if, (ii) 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 common stock for cash, securities or other property (the “Lock-Up Period”).

Private Placement [Member]

Related Party Transactions (Details) [Line Items]

Number of common stock issued (in Shares)

1,150,000

Amount of debt converted

$ 200,000

Conversion price (in Dollars per share)

$ 10

Commitments (Details)

Commitments (Details) - Underwriters [Member] - USD ($)	Jan. 01, 2018	Dec. 31, 2020
Commitments (Details) [Line Items]
Deferred fee		2.50%
Gross proceeds from offering	$ 100	$ 5,031,250
Description of warrant solicitation fee		The Company has agreed to pay the underwriter a warrant solicitation fee of five percent (5%) of the exercise price of each Public Warrant exercised during the period commencing thirty days after the consummation of the Business Combination, including warrants acquired by security holders in the open market, but excluding warrants exercised during the 30 day period following notice of a proposed redemption.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	May 29, 2018
Stockholders' Equity (Details) [Line Items]
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, issued	8,086,215	7,148,526
Common stock, outstanding	8,086,215	7,148,526
Common stock subject to possible redemption	3,881,505	6,076,290
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Business combination, description	(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 30 days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the 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 the Public 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.
Underwriters [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, authorized			1,000,000
Preferred stock, par value (in Dollars per share)			$ 0.001
Common stock, authorized			100,000,000
Common stock, par value (in Dollars per share)			$ 0.001
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Redemption of warrants description	The Company may redeem the Public Warrants:  ●in whole and not in part;    ●at a price of $0.01 per warrant;    ●upon not less than 30 days’ prior written notice of redemption;    ●if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; 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.

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	Jan. 01, 2018	Dec. 31, 2020
Derivative Liabilities (Details) [Line Items]
Fair value per unit		$ 2.28
Fair value liability		$ 3,990,000
Public Warrants [Member]
Derivative Liabilities (Details) [Line Items]
Business combination description		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.
Underwriters [Member]
Derivative Liabilities (Details) [Line Items]
Transaction amount	$ 100
Number of unit issued in transaction	1,750,000
Unit price	$ 12
Warrant exercise price	$ 21,000,000
Description of option	The option represents the right to purchase 1,750,000 shares of common stock and 1,750,000 warrants to purchase 1,750,000 shares of common stock.
Cash payment	$ 100	$ 5,031,250
Piggyback rights, description	The option grants to holders demand and “piggyback” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option.
Warrant [Member]
Derivative Liabilities (Details) [Line Items]
Number of unit issued in transaction		1,750,000
Unit price		$ 11.50
Description of option	The option and the 1,750,000 Units, as well as the 1,750,000 shares of common stock and 1,750,000 warrants, and 1,750,000 shares of common stock underlying such warrants, that may be issued upon exercise of the option, have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”) and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules.
Public Warrants [Member]
Derivative Liabilities (Details) [Line Items]
Redemption of warrants		If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal operating losses carryovers	$ 1,022,561	$ 0

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets (liability)
Net operating loss carryforward	$ 217,086
Unrealized gain on marketable securities
Total deferred tax assets (liability)	217,086
Valuation Allowance
Deferred tax assets (liability)	$ 217,086

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Current		$ 691,667
Deferred	(217,086)	(851)
State and Local
Current
Deferred
Change in valuation allowance
Income tax provision	$ (217,086)	$ 690,816

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of effective tax rate	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation of effective tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
True-ups	0.00%	0.40%
Loss on change in fair value of warrant liability	(14.60%)	0.00%
Income tax provision	6.40%	21.40%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Marketable securities held in Trust Account	$ 63,405,336	$ 74,376,617
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Derivative Liability – Private Placement Warrants	2,725,500
Derivative Liability – UPO Warrants	$ 3,990,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Black-Scholes model to measure the warrant liabilities	12 Months Ended
	Dec. 31, 2020$ / shares
Private Placement Warrants [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Stock price	$ 11.96
Strike price	$ 11.50
Term (in years)	5 years 6 months
Volatility	18.40%
Risk-free rate	0.43%
Dividend yield	0.00%
Fair value	$ 2.37
UPO [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Stock price	11.96
Strike price	$ 11.50
Term (in years)	5 years 6 months
Volatility	18.40%
Risk-free rate	0.43%
Dividend yield	0.00%
Fair value	$ 2.28

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in fair value of the Company’s Level 3 financial instruments	12 Months Ended
	Dec. 31, 2020USD ($)
Schedule of changes in fair value of the Company’s Level 3 financial instruments [Abstract]
Fair value as of December 31, 2019
Initial measurement of private placement warrants accounted for as liabilities	368,000
Initial measurement of unit purchase option agreement issued in connection with the Initial Public Offering accounted for as a liability	3,990,000
Change in valuation of derivative liabilities	2,357,500
Fair value as of December 31, 2020	$ 6,715,500

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 25, 2021	Feb. 21, 2021	Dec. 31, 2021
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Business combination, description		(a) 40,000,000 shares of the Company’s common stock by (b) the aggregate number of shares of Lottery.com common stock (including shares issued upon the conversion or exercise of Lottery.com convertible securities) issued and outstanding as of immediately prior to the Closing (the “Lottery.com Shares”). The Per Share Merger Consideration shall be reduced by the number of shares of our common stock equal to the quotient of (i) the amount by which Net Indebtedness exceeds $10,000,000, as mutually agreed between the Company and Lottery.com (each acting reasonably), divided by (ii) 11.00. “Net Indebtedness” means the amount equal to Lottery.com’s Indebtedness, less cash and cash equivalents. For the avoidance of doubt, Lottery.com’s Indebtedness shall not include current liabilities or any intercompany Indebtedness between or among Lottery.com and any of its subsidiaries.
Number of additional shares received (in Shares)		6,000,000
Aggregate purchase price	$ 25,000	$ 444,000,000
Number of shares issued for consideration (in Shares)		40,000,000
Consideration per share		$ 11
Forecast [Member]
Subsequent Events (Details) [Line Items]
Business acquisition, planned restructuring activities, description			the daily volume-weighted average price of shares of the Company’s common stock equals or exceeds $13.00 per share for 20 of any 30 consecutive trading days commencing after the Closing, each Seller shall receive its pro rata portion of 3,000,000 Seller Earnout Shares and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (the “Founder Holders”) shall receive an aggregate of 2,000,000 shares of the Company’s common stock. If, at any time on or prior to December 31, 2022, the daily volume-weighted average price of shares of the Company’s common stock equals or exceeds $16.00 per share for 20 of any 30 consecutive trading days commencing after the Closing, each Seller shall receive its pro rata portion of 3,000,000 Seller Earnout Shares and the Founder Holders shall receive an aggregate of 2,000,000 shares of common stock. The Seller Earnout Shares then earned and issuable shall be issued to the Sellers on a pro-rata basis based on the percentage of the Lottery.com Shares owned by them immediately prior to the Closing.