Lottery.com (LTRY) S-4 7 Jul 21 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	Trident Acquisitions Corp.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001673481
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 114,036	$ 972,787	$ 55,461
Prepaid expenses	93,787	51,979	102,917
Prepaid income taxes	12,186	12,186
Total Current Assets	220,009	1,036,952	158,378
Deferred tax asset	267,081	217,086
Security deposit	1,200	1,200	1,200
Marketable securities held in Trust Account	63,366,019	63,405,336	74,376,617
TOTAL ASSETS	63,854,309	64,660,574	74,536,195
Current Liabilities
Account payable and accrued expenses	596,682	325,860	159,377
Income taxes payable			679,431
Promissory notes – related party	4,650,000	5,075,000	180,000
Total Current Liabilities	5,246,682	5,400,860	1,018,808
Derivative liabilities		6,715,500
Warrant liability	5,862,500	6,715,500
Deferred underwriting fee payable	5,031,250	5,031,250	5,031,250
Total Liabilities	16,140,432	17,147,610	6,050,058
Commitments and Contingencies
Common stock subject to possible redemption, 3,902,882 and 3,881,505 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively	42,713,867	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; 8,064,838 and 8,086,215 issued and outstanding (excluding 3,902,882 and 3,881,505 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively	8,065	8,086	7,149
Additional paid-in capital	4,022,748	4,223,633	1,058,028
Retained earnings	969,197	768,284	3,934,831
Total Stockholders’ Equity	5,000,010	5,000,003	5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 63,854,309	$ 64,660,574	$ 74,536,195

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	3,902,882	3,881,505	6,076,290
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	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	$ 0.001
Common stock, authorized	100,000,000	100,000,000	100,000,000
Common stock, issued	8,064,838	8,086,215	7,148,526
Common stock, outstanding	8,064,838	8,086,215	7,148,526

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Operating costs	$ 703,087	$ 262,564	$ 1,385,738	$ 1,100,138
Loss from operations	(703,087)	(262,564)	(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	933	262,479	348,425	4,324,060
Refund of Tender Bid-Subsidiary			11,180
Gain on change in fair value of warrant liability	853,000		(2,357,500)
Other	72
Other income, net	854,005	262,479	(1,997,895)	4,324,060
Income (loss) before benefit from (provision for) income taxes	150,918	(85)	(3,383,633)	3,223,922
Benefit from (provision for) income taxes	49,995	(220)	217,086	(690,816)
Net income (loss)	$ 200,913	$ (305)	$ (3,166,547)	$ 2,533,106
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	3,881,505	6,076,290	5,207,431	17,476,926
Basic and diluted net income per share, Common Stock subject to possible redemption (in Dollars per share)	$ 0	$ 0.03	$ 0.04	$ 0.17
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	8,086,215	7,148,526	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)
Basic weighted average shares outstanding, Non-redeemable common stock (in Shares)	8,086,215	7,148,526
Basic net income per share, Non-redeemable common stock (in Dollars per share)	$ 0.02	$ (0.03)
Diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	8,206,296	7,148,526
Diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.08)	$ (0.03)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - 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	$ 58	243		301
Change in value of common stock subject to possible redemption (in Shares)	58,275
Net income (loss)			(305)	(305)
Balance at Mar. 31, 2020	$ 7,207	1,058,271	3,934,526	5,000,004
Balance (in Shares) at Mar. 31, 2020	7,206,801
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
Change in value of common stock subject to possible redemption	$ (21)	(200,885)		(200,906)
Change in value of common stock subject to possible redemption (in Shares)	(21,377)
Net income (loss)			200,913	200,913
Balance at Mar. 31, 2021	$ 8,065	$ 4,022,748	$ 969,197	$ 5,000,010
Balance (in Shares) at Mar. 31, 2021	8,064,838

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net income (loss)	$ 200,913	$ (305)	$ (3,166,547)	$ 2,533,106
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Prepaid income taxes			(12,186)
Prepaid expenses	(41,808)	29,364	50,938	(39,074)
Accrued expenses	270,822	89,961	166,483	(135)
Income taxes payable		220	(679,431)	305,637
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on change in fair value of warrant liability	(853,000)		2,357,500
Interest earned on marketable securities held in Trust Account	(933)	(262,479)	(348,425)	(4,324,060)
Deferred tax benefit	(49,995)		(217,086)	(851)
Changes in operating assets and liabilities:
Net cash (used in) operating activities	(474,001)	(143,239)	(1,848,754)	(1,525,377)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(500,015)	(2,619,785)	(500,000)
Cash withdrawals from Trust Account for redemptions			13,448,626	137,130,484
Cash withdrawn from Trust Account for franchise taxes	40,250		490,865	1,070,021
Net cash provided by (used in) investing activities	40,250	(500,015)	11,319,706	137,700,505
Cash Flows from Financing Activities:
Proceeds from promissory notes – related parties		1,225,000	5,075,000	180,000
Repayment of promissory note – related parties	(425,000)		(180,000)	(425,000)
Redemptions of common stock			(13,448,626)	(137,130,484)
Net cash (used in) provided by financing activities	(425,000)	1,225,000	(8,553,626)	(137,375,484)
Net Change in Cash	(858,751)	(581,746)	917,326	(1,200,356)
Cash – Beginning	972,787	55,461	55,461	1,255,817
Cash – Ending	114,036	637,207	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	$ (200,906)	$ (301)	$ 7,524,542	$ 2,533,106

Description of Organization and

Description of Organization and Business Operations	3 Months Ended	12 Months Ended
	Mar. 31, 2021	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 At December -owned At March -owned At March The registration statement for the Company’s Initial Public Offering was declared effective on May 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 4. Following the closing of the Initial Public Offering on June -ended -7 On June -allotment 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. As of March 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 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 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 5) (the “initial stockholders”) have agreed (a) to vote their insider shares, Private Shares (as defined in Note 5) 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 On November -day In connection with the approval of the Charter Amendment, stockholders elected to redeem an aggregate of 13,081,434 On May -month In connection with the approval of the Second Charter Amendment, stockholders elected to redeem an aggregate of 627,059 On August -month In connection with the approval of the Third Charter Amendment, stockholders elected to redeem an aggregate of 630,037 The Company held a special meeting of stockholders on November -4 agreed to contribute $0.05 for each Public Share outstanding that was not redeemed for each month of the extension going forward. On December The Company held a special meeting of stockholders on May If the Company is unable to consummate a Business Combination by the Fifth 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 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 6) 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 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 March On December -interest On January -interest On February -interest On November -interest On November -interest 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 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. Proposed Business Combination with Lottery.com On February 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 If, at any time on or prior to December -weighted -weighted -rata 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.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Trident Acquisitions Corp. (the “Company”) is a blank check company incorporated in Delaware on March At December -owned At December The registration statement for the Company’s Initial Public Offering was declared effective on May 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 -ended -7 On June -allotment 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 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 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 On November -day In connection with the approval of the Charter Amendment, stockholders elected to redeem an aggregate of 13,081,434 On May -month In connection with the approval of the Second Charter Amendment, stockholders elected to redeem an aggregate of 627,059 On August -month In connection with the approval of the Third Charter Amendment, stockholders elected to redeem an aggregate of 630,037 The Company held a special meeting of stockholders on November -4 The Company held a special meeting of stockholders on May 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 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 Liquidity and Going Concern As of December On December -interest On January -interest On February -interest On November -interest On November -interest 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 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Principles of Consolidation As of December Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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 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 Use of Estimates The preparation of condensed 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 condensed 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 Marketable Securities Held in Trust Account At March Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash Derivative Financial Instruments The Company evaluates its financial instruments 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 -current -cash 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 The fair value of cash, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of March See Note 9 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 condensed 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 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 -19 Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income by the weighted -average -dilutive The Company’s condensed consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class Net income (loss) per share, basic and diluted, for non -redeemable -redeemable Non -redeemable -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended 2021 2020 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 $ 933 $ 224,262 Less: interest available to be withdrawn for payment of taxes (808 ) (542,908 ) Net income attributable to common stock subject to possible redemption $ 125 $ 181,354 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 3,881,505 6,076,290 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.03 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings – Basic Net income (loss) $ 200,913 $ (305 ) Less: income allocable to common stock subject to possible redemption (125 ) (181,354 ) Non-Redeemable Net Income (Loss) – Basic $ 200,788 $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic weighted average shares outstanding, Non-redeemable common stock 8,086,215 7,148,526 Basic net income (loss) per share, Non-redeemable common stock $ 0.02 $ (0.03 ) Numerator: Net Income (Loss) minus Net Earnings – Diluted Non-redeemable net income (loss) – Basic $ 200,788 $ (181,659 ) Less: change in fair value of derivative liability (853,000 ) — Non-Redeemable Net Income (Loss) – Diluted $ (652,212 ) $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Diluted weighted average shares outstanding, Non-redeemable common stock 8,206,296 7,148,526 Diluted net loss per share, Non-redeemable common stock $ (0.08 ) $ (0.03 ) 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 condensed financial statements as of and for the three months ended March	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 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 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 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 Marketable Securities Held in Trust Account At December 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 -current -cash Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash -Scholes 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 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 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 -19 Net (Loss) Income Per Common Share Net (loss) income per share is computed by dividing net income by the weighted -average -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 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 -redeemable Non -redeemable -redeemable -redeemable -redeemable 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, 2020 December 31, 2019 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	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. 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	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

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. 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 (“Private Share”) 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.	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	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Insider Shares In March 2016, the Company issued 3,737,500 -allotment -allotment 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 -Up Promissory Notes — Related Parties On December -interest -interest On January -interest On February -interest On November -interest On November -interest 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 March Administrative Services Agreement The Company entered into an agreement whereby, commencing on May 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 March	NOTE 6. RELATED PARTY TRANSACTIONS Insider Shares In March 2016, the Company issued 3,737,500 -allotment -allotment 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 -Up 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 On December -interest -interest On January -interest On February -interest On November -interest On November -interest 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 Administrative Services Agreement The Company entered into an agreement whereby, commencing on May 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

Commitments

Commitments	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on 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 Underwriting Agreement The underwriter is entitled to a deferred fee of two and one -half 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.	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on May -back Underwriting Agreement The underwriter is entitled to a deferred fee of two and one -half 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	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Common Stock	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 The Company may redeem the Public Warrants: • • • • -trading • -day 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	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Derivative Liability [Abstract]
Derivative Liabilities	NOTE 8. DERIVATIVE LIABILITIES Unit Purchase Option On June 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 -Scholes -pricing -free -to-market -to-market -Scholes -pricing -day -up Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 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: • • • • -trading • -day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are non -redeemable 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.	NOTE 9. DERIVATIVE LIABILITIES Unit Purchase Option On June 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 -to-market -Scholes -pricing -day -up 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 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.

Fair Value Measurements

Fair Value Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. 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 March Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 63,366,019 $ 63,405,336 Liabilities: Derivative Liability – Private Warrants 3 2,415,000 2,725,500 Derivative Liability – UPO 3 3,447,500 3,990,000 The Company utilizes a Black -Scholes -price -free -free -coupon The significant unobservable inputs used in the Black -Scholes As of March 31, As of December 31, Stock price $ 11.94 $ 6 Strike price $ 11.50 $ 11.50 Term (in years) 5.25 5.50 Volatility 16.40 % 18.40 % Risk-free rate 0.43 % 0.43 % Dividend yield 0.00 % 0.00 % Fair value of private warrants $ 2.10 $ 2.37 Fair value of UPO $ 1.97 $ 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, 2020 $ 6,715,500 Change in fair value (853,000 ) Fair value as of March 31, 2021 $ 5,862,500 There were no transfers between Levels	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 Description Level December 31, 2020 December 31, 2019 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 -price -free -free -coupon The significant unobservable inputs used in the Black -Scholes Private Placement Warrants UPO 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

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described in these financials or below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. The Company held a special meeting of stockholders on May	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 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 If, at any time on or prior to December -weighted Earnout Shares and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (the “Founder Holders”) shall receive an aggregate of 2,000,000 -weighted -rata 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

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 In connection with the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815 -40 -40-15 -linked -40-15 -40-15 -for-fixed 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 NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (cont.) of and for the year ended December As Adjustment As 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 Dece mber 3 1, 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

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, 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, 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 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, 2020 December 31, 2019 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.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K	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 As of December	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	Risks and Uncertainties Management continues to evaluate the impact of the COVID -19
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 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	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 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
Use of Estimates	Use of Estimates The preparation of condensed 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 condensed 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.	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	Cash and Cash Equivalents The Company considers all short -term
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March	Marketable Securities Held in Trust Account At December
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash	Warrant Liabilities The Company accounts for warrants as either equity -classified -classified 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 -cash -Scholes
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments 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 -current -cash	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 -current -cash
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 The fair value of cash, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of March See Note 9 for additional information on assets and liabilities measured at fair value.	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 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 condensed consolidated balance sheets.	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 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 -19	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 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 -19
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income by the weighted -average -dilutive The Company’s condensed consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class Net income (loss) per share, basic and diluted, for non -redeemable -redeemable Non -redeemable -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended 2021 2020 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 $ 933 $ 224,262 Less: interest available to be withdrawn for payment of taxes (808 ) (542,908 ) Net income attributable to common stock subject to possible redemption $ 125 $ 181,354 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 3,881,505 6,076,290 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.03 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings – Basic Net income (loss) $ 200,913 $ (305 ) Less: income allocable to common stock subject to possible redemption (125 ) (181,354 ) Non-Redeemable Net Income (Loss) – Basic $ 200,788 $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic weighted average shares outstanding, Non-redeemable common stock 8,086,215 7,148,526 Basic net income (loss) per share, Non-redeemable common stock $ 0.02 $ (0.03 ) Numerator: Net Income (Loss) minus Net Earnings – Diluted Non-redeemable net income (loss) – Basic $ 200,788 $ (181,659 ) Less: change in fair value of derivative liability (853,000 ) — Non-Redeemable Net Income (Loss) – Diluted $ (652,212 ) $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Diluted weighted average shares outstanding, Non-redeemable common stock 8,206,296 7,148,526 Diluted net loss per share, Non-redeemable common stock $ (0.08 ) $ (0.03 )	Net (Loss) Income Per Common Share Net (loss) income per share is computed by dividing net income by the weighted -average -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 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 -redeemable Non -redeemable -redeemable -redeemable -redeemable 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, 2020 December 31, 2019 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.	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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements as of and for the three months ended March	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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	Three Months Ended 2021 2020 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 $ 933 $ 224,262 Less: interest available to be withdrawn for payment of taxes (808 ) (542,908 ) Net income attributable to common stock subject to possible redemption $ 125 $ 181,354 Denominator: Weighted Average Redeemable Common Stock Basic and diluted weighted average shares outstanding 3,881,505 6,076,290 Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.03 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings – Basic Net income (loss) $ 200,913 $ (305 ) Less: income allocable to common stock subject to possible redemption (125 ) (181,354 ) Non-Redeemable Net Income (Loss) – Basic $ 200,788 $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic weighted average shares outstanding, Non-redeemable common stock 8,086,215 7,148,526 Basic net income (loss) per share, Non-redeemable common stock $ 0.02 $ (0.03 ) Numerator: Net Income (Loss) minus Net Earnings – Diluted Non-redeemable net income (loss) – Basic $ 200,788 $ (181,659 ) Less: change in fair value of derivative liability (853,000 ) — Non-Redeemable Net Income (Loss) – Diluted $ (652,212 ) $ (181,659 ) Denominator: Weighted Average Non-Redeemable Common Stock Diluted weighted average shares outstanding, Non-redeemable common stock 8,206,296 7,148,526 Diluted net loss per share, Non-redeemable common stock $ (0.08 ) $ (0.03 )	Year Ended December 31, 2020 December 31, 2019 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 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 63,366,019 $ 63,405,336 Liabilities: Derivative Liability – Private Warrants 3 2,415,000 2,725,500 Derivative Liability – UPO 3 3,447,500 3,990,000	Description Level December 31, 2020 December 31, 2019 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	As of March 31, As of December 31, Stock price $ 11.94 $ 6 Strike price $ 11.50 $ 11.50 Term (in years) 5.25 5.50 Volatility 16.40 % 18.40 % Risk-free rate 0.43 % 0.43 % Dividend yield 0.00 % 0.00 % Fair value of private warrants $ 2.10 $ 2.37 Fair value of UPO $ 1.97 $ 2.28	Private Placement Warrants UPO 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, 2020 $ 6,715,500 Change in fair value (853,000 ) Fair value as of March 31, 2021 $ 5,862,500	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

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 restatement on each financial statement	As Adjustment As 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 Dece mber 3 1, 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

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, 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, 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, 2020 December 31, 2019 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 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Jun. 05, 2018	Jun. 01, 2018	May 05, 2018	Feb. 25, 2021	Feb. 21, 2021	Nov. 30, 2020	Aug. 28, 2020	May 28, 2020	Nov. 26, 2019	Feb. 28, 2018	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 28, 2020	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	Dec. 31, 2018
Description of Organization and Business Operations (Details) [Line Items]
Aggregate purchase price				$ 25,000
Number of units issued in transaction (in Shares)					40,000,000
Gross proceeds from issuance offering													$ 5,031,250
Share price (in Dollars per share)											$ 10.20		$ 10.20
Aggregate deposit in trust account	$ 1,181,250		$ 1,181,250
Proceeds in trust account	26,775,000		26,775,000
Aggregate proceeds held in the trust account	$ 205,275,000		$ 205,275,000
Transaction costs											$ 11,101,864
Underwriting fees											5,031,250		$ 5,031,250
Deferred underwriting fees											5,031,250		5,031,250
Other cost											1,039,364		1,039,364
Cash											$ 114,036	$ 637,207	$ 972,787	$ 55,461											$ 1,255,817
Percentage of fair market value in trust account											80.00%		80.00%
Business acquisition percentage of voting interest acquired											50.00%		50.00%
Net tangible assets											$ 5,000,001		$ 5,000,001
Aggregate shares percentage											20.00%
Percentage of redemption of company's outstanding public shares											100.00%		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 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
Shares, issued (in Shares)													11.40
Common stock, price per share (in Dollars per share)											$ 11.40
Public price, per share (in Dollars per share)											$ 0.05
Redeem outstanding public share, percentage											100.00%
Net operating bank accounts											$ 114,036		$ 972,787	55,461
Marketable securities held in trust account											63,366,019		63,405,336	74,376,617
Working capital											316,535		738,956
Income tax payable											50,000		40,050
Prepaid income taxes											12,186		12,186
Promissory note - related party						$ 1,100,000					4,650,000		5,075,000	180,000	$ 1,100,000		$ 150,000		$ 3,400,000		$ 3,400,000			$ 180,000
Deposit in trust account											1,497,000		1,537,000
Withdrawn from trust account											1,601,135		1,560,885
Amount withdrawn											$ 40,250		490,865	$ 1,070,021
Common stock, shares (in Shares)					40,000,000
Net Indebtedness exceeds					$ 10,000,000
Net Indebtedness (in Dollars per share)					$ 11
Additional shares (in Shares)					6,000,000
Business combination value					$ 444,000,000
Sale of shares per share (in Dollars per share)					$ 11
Business combination of common stock equals, description					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.
Transaction costs													$ 11,101,864
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”).
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 issued (in Shares) (in Shares)										5,031,250
Public share per Value outstanding (in Dollars per share)						$ 0.05					$ 0.01		$ 0.05
Business Combination, Control Obtained Description													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.
Underwriters [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds from issuance offering											$ 5,031,250
VK Consulting, Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Promissory note - related party																							$ 425,000	$ 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
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		1,750,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		17,500,000									20,125,000		20,125,000
Gross proceeds from issuance offering		$ 175,000,000
Share price (in Dollars per share)		$ 10.20									$ 10.20
Aggregate deposit in trust account		$ 178,500,000									$ 178,500,000
Sale of shares per share (in Dollars per share)											$ 10		$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)											1,150,000		1,150,000
Gross proceeds from issuance offering											$ 11,500,000		$ 11,500,000
Share price (in Dollars per share)											$ 10		$ 10
Gross proceeds from private placement											$ 11,500,000
Sale of shares per share (in Dollars per share)											$ 10		$ 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		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		2,625,000
Gross proceeds from issuance offering	$ 26,250,000
Share price (in Dollars per share)	$ 10
Common stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares, issued (in Shares)																		11,967,720
Shares issued (in Shares) (in Shares)								12,597,757
Common stock [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)			2,625,000
Gross proceeds from issuance offering			$ 26,250,000
Share price (in Dollars per share)			$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 21, 2021	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Withdrew of interest earned on trust account		$ 1,497,221	$ 1,560,885
Withdrawn during the period		40,250	490,865
Number of units issued in transaction	40,000,000
Federal depository insurance coverage		$ 250,000	$ 250,000
Common Stock [Member] | Underwriters [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,750,000	1,750,000
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,750,000	1,750,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of units issued in transaction		1,150,000	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	21,275,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	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	$ 933	$ 224,262	$ 233,723	$ 3,730,367
Less: interest available to be withdrawn for payment of taxes	(808)	(542,908)		(753,586)
Net income attributable to common stock subject to possible redemption	$ 125	$ 181,354	$ 233,723	$ 2,976,781
Denominator: Weighted Average Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	3,881,505	6,076,290	5,207,431	17,476,926
Basic and diluted net income per share, redeemable common stock (in Dollars per share)	$ 0	$ 0.03	$ 0.04	$ 0.17
Numerator: Net Income (Loss) minus Net Earnings – Basic
Net income (loss)	$ 200,913	$ (305)	$ (3,166,547)	$ 2,533,106
Less: income allocable to common stock subject to possible redemption	(125)	(181,354)	(233,723)	(2,976,781)
Non-Redeemable Net Income (Loss) - Basic	$ 200,788	$ (181,659)	$ (3,400,270)	$ (443,675)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic weighted average shares outstanding, Non-redeemable common stock (in Shares)	8,086,215	7,148,526	7,272,058	7,101,692
Basic net income (loss) per share, Non-redeemable common stock (in Dollars per share)	$ 0.02	$ (0.03)
Numerator: Net Income (Loss) minus Net Earnings – Diluted
Non-redeemable net income (loss) – Basic	$ 200,788	$ (181,659)
Less: change in fair value of derivative liability	(853,000)		$ 2,357,500
Non-Redeemable Net Income (Loss) – Diluted	$ (652,212)	$ (181,659)
Denominator: Weighted Average Non-Redeemable Common Stock
Diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	8,206,296	7,148,526
Diluted net loss per share, Non-redeemable common stock (in Dollars per share)	$ (0.08)	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Jun. 05, 2018	Jun. 01, 2018	Feb. 21, 2021	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction			40,000,000
Unit price			$ 11
Description of initial public offering				Each Unit consists of one share of common stock and one warrant (“Public Warrant”).	Each Unit consists of one share of common stock and one warrant (“Public Warrant”).
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction				1,750,000	1,750,000
Unit price				$ 11.50	$ 11.50
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction		17,500,000		20,125,000	20,125,000
Unit price				$ 10	$ 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	2,625,000

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 21, 2021	Mar. 31, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Number of units issued in transaction (in Shares)	40,000,000
Unit price	$ 11
Gross proceeds from issuance offering (in Dollars)			$ 5,031,250
Warrant [Member]
Private Placement (Details) [Line Items]
Number of units issued in transaction (in Shares)		1,750,000	1,750,000
Unit price		$ 11.50	$ 11.50
Common stock, description		Each Private Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50.	Each Private Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50.
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units issued in transaction (in Shares)		1,150,000	1,150,000
Unit price		$ 10	$ 10
Gross proceeds from issuance offering (in Dollars)		$ 11,500,000	$ 11,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

Jun. 05, 2018

Jun. 05, 2018

May 30, 2018

Feb. 21, 2021

Dec. 17, 2019

Feb. 28, 2018

Mar. 31, 2016

Mar. 31, 2021

Mar. 31, 2020

Dec. 31, 2020

Dec. 28, 2020

Nov. 30, 2020

Nov. 27, 2020

Aug. 27, 2020

May 15, 2020

Feb. 07, 2020

Jan. 30, 2020

Dec. 31, 2019

Related Party Transactions (Details) [Line Items]

Number of common stock issued (in Shares)

40,000,000

Purchase price of shares issued

$ 25,000

Total number shares issued and outstanding (in Shares)

5,031,250

Maximum shares subject to forfeited (in Shares)

656,250

656,250

Promissory note - related party

$ 180,000

$ 4,650,000

$ 5,075,000

$ 1,100,000

$ 1,100,000

$ 150,000

$ 3,400,000

$ 3,400,000

$ 180,000

Administrative services expense

$ 22,500

$ 3

Conversion price (in Dollars per share) (in Dollars per share)

$ 10

Service expenses incurred

$ 90,000

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

VK Consulting, Inc [Member]

Related Party Transactions (Details) [Line Items]

Promissory note - related party

$ 425,000

$ 425,000

VK Consulting loaned

$ 425,000

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

Fee for office space, secretarial & administrative services

$ 7,500

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) (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”).

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

1,150,000

Amount of debt converted

$ 200,000

$ 200,000

Conversion price (in Dollars per share) (in Dollars per share)

$ 10

Commitments (Details)

Commitments (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments (Details) [Line Items]
Description of prior transaction	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 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.
Deferred fee		2.50%
Gross proceeds		$ 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.
Underwriters [Member]
Commitments (Details) [Line Items]
Deferred fee	2.50%
Gross proceeds	$ 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	Mar. 31, 2021	Dec. 31, 2019
Stockholders' Equity (Details) [Line Items]
Preferred stock, authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, issued	8,086,215	8,064,838	7,148,526
Common stock shares outstanding		8,086,215
Common stock subject to possible redemption	3,881,505	3,902,882	6,076,290
Preferred stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Common stock, outstanding	8,086,215	8,064,838	7,148,526
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.
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.

Derivative Liabilities (Details

Derivative Liabilities (Details) - $ / shares	Jun. 01, 2018	Mar. 31, 2021	Dec. 31, 2020	Nov. 30, 2020
Derivative Liability [Abstract]
Derivative liabilities, description	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 unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company determined the fair value of this unit purchase option to be approximately $5,048,518 (or $2.88 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 2.74% and (3) expected life of five years. 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, the Company classified the UPO 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 statements of operations until the UPO is exercised, expires or other facts and circumstances lead the UPO to be reclassified to stockholders’ equity. The fair value of the UPO liability 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.		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.
Public warrants, description		The Company may redeem the Public Warrants:•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption;•        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 a 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.
Warrant price		$ 0.01	$ 0.05	$ 0.05

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 63,366,019	$ 63,405,336	$ 74,376,617
Liabilities:
Derivative Liability – Private Warrants	2,415,000
Derivative Liability – UPO	$ 3,447,500
Level 3 [Member]
Assets:
Marketable securities held in Trust Account		63,405,336
Liabilities:
Derivative Liability – Private Warrants		2,725,500
Derivative Liability – UPO		$ 3,990,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Black-Scholes model to measure the warrant liabilities - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Schedule of Black-Scholes model to measure the warrant liabilities [Abstract]
Stock price	$ 11.94	$ 6
Strike price	$ 11.50	$ 11.50
Term (in years)	5 years 3 months	5 years 6 months
Volatility	16.40%	18.40%
Risk-free rate	0.43%	0.43%
Dividend yield	0.00%	0.00%
Fair value of private warrants	$ 2.10	$ 2.37
Fair value of UPO	$ 1.97	$ 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	3 Months Ended
	Mar. 31, 2021USD ($)
Schedule of changes in fair value of the Company’s Level 3 financial instruments [Abstract]
Fair value as of December 31, 2020	$ 6,715,500
Change in fair value	(853,000)
Fair value as of March 31, 2021	$ 5,862,500

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 27, 2021	Feb. 25, 2021	Dec. 31, 2021	Feb. 21, 2021	Mar. 31, 2016
Subsequent Events (Details) [Line Items]
Number of additional shares received				40,000,000
Consideration per share					$ 25,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Business combination, description	The Company held a special meeting of stockholders on May 27, 2021, pursuant to which it received stockholder approval to (i) amend the Company’s amended and restated certificate of incorporation, as amended, to extend the date by which the Company has to consummate a Business Combination for an additional three months, with an ability to further extend for an additional three months if approved by the Company’s board of directors (the termination date as so extended, the “Extended Termination Date”) and (ii) amend the Company’s investment management trust agreement, dated as of May 29, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as amended, to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a Business Combination by the Extended Termination Date.			(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				6,000,000
Aggregate purchase price		$ 25,000		$ 444,000,000
Number of shares issued for consideration				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.

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on each financial statement	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)
Cash flow from operating activities:
Net loss	$ (809,047)
Adjustments to reconcile net loss to net cash and used in operating activities:
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)
Cash flow from operating activities:
Net loss	$ (2,357,500)
Adjustments to reconcile net loss to net cash and used in operating activities:
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)
Cash flow from operating activities:
Net loss	$ (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
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_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net (loss) income per common share - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	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	$ 933	$ 224,262	$ 233,723	$ 3,730,367
Less: interest available to be withdrawn for payment of taxes	(808)	(542,908)		(753,586)
Net income attributable to common stock subject to possible redemption	$ 125	$ 181,354	$ 233,723	$ 2,976,781
Denominator: Weighted Average Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	3,881,505	6,076,290	5,207,431	17,476,926
Basic and diluted net income per share, redeemable common stock (in Dollars per share)	$ 0	$ 0.03	$ 0.04	$ 0.17
Numerator: Net Loss minus Net Earnings
Net loss	$ 200,913	$ (305)	$ (3,166,547)	$ 2,533,106
Less: income allocable to common stock subject to possible redemption	(125)	(181,354)	(233,723)	(2,976,781)
Non-Redeemable Net Loss	$ 200,788	$ (181,659)	$ (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)	8,086,215	7,148,526	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)

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating losses	$ 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 ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	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	$ (49,995)	$ 220	$ (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 (Deta_4

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 63,366,019	$ 63,405,336	$ 74,376,617
Liabilities:
Warrant Liability – Private Placement Warrants	2,415,000
Derivative Liability – UPO Warrants	$ 3,447,500
Level 3 [Member]
Assets:
Marketable securities held in Trust Account		63,405,336
Liabilities:
Warrant Liability – Private Placement Warrants		2,725,500
Derivative Liability – UPO Warrants		$ 3,990,000

Fair Value Measurements (Deta_5

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

Fair Value Measurements (Deta_6

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