Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | May 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Decarbonization Plus Acquisition Corp | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 239.3 | |
Amendment Flag | true | |
Amendment Description | Decarbonization Plus Acquisition Corporation (the “Company,” “DCRB,” “we”, “our” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2021 (the “Original 10-K”). | |
Entity Central Index Key | 0001716583 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39632 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | CA | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 22,572,502 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,643,125 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 315,600 | |
Total Current Assets | 315,600 | |
Investment held in Trust Account | $ 225,727,721 | |
Deferred offering costs | 23,000 | |
Prepaid insurance | 1,062,000 | |
Total assets | 226,789,721 | 338,600 |
Current liabilities: | ||
Accounts payable - offering costs (affiliate) | 14,000 | |
Accrued offering costs | 175,000 | |
Accounts payable - affiliate | 1,324,257 | |
Accrued expenses | 3,572,935 | |
Sponsor Note Payable | 300,000 | |
Total Current Liabilities | 5,072,192 | 314,000 |
Warrant Liabilities | 33,600,270 | |
Deferred underwriting fee payable | 7,900,376 | |
Total liabilities | 46,572,838 | 314,000 |
COMMITMENTS AND CONTINGENCIES | ||
Class A common stock subject to possible redemption, 17,521,688 and 0 shares, respectively, at $10.00 per share | 175,216,880 | |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 26,841,231 | 243,447 |
Retained earnings (accumulated deficit) | (21,842,297) | (219,422) |
Total stockholders' equity | 5,000,003 | 24,600 |
Total liabilities and stockholders' equity | 226,789,721 | 338,600 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock value | 505 | |
Total stockholders' equity | 505 | |
Class B common stock | ||
Stockholders' equity: | ||
Common stock value | 564 | 575 |
Total stockholders' equity | $ 564 | $ 575 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A common stock | ||
Common stock subject to possible redemption | 17,521,688 | 0 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 5,050,814 | 0 |
Common stock, shares outstanding | 5,050,814 | 0 |
Class B common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,643,125 | 5,750,000 |
Common stock, shares outstanding | 5,643,125 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
General and administrative expenses | $ 5,479,699 | $ 1,780 |
Loss from operations | (5,479,699) | (1,780) |
Other income/(expense) | ||
Interest earned on marketable securities held in Trust Account | 2,701 | |
Expensed offering costs | (654,656) | (215,180) |
Change in fair value of warrant liabilities | (15,491,221) | |
Net loss | $ (21,622,875) | $ (216,960) |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted (in Shares) | 21,826,849 | |
Basic and diluted net income per common share, Class A redeemable common stock (in Dollars per share) | $ 0 | |
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted (in Shares) | 5,123,002 | 5,000,000 |
Basic and diluted net loss per common share, Class B non-redeemable common stock (in Dollars per share) | $ (4.22) | $ (0.04) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Class A Common Stock | Class B Common Stock |
Balance at beginning at Dec. 31, 2018 | $ 22,538 | $ 24,425 | $ (2,462) | $ 575 | |
Balance at beginning (in Shares) at Dec. 31, 2018 | 5,750,000 | ||||
Net loss | (216,960) | (216,960) | |||
Expense forgiveness from sponsor | 219,022 | 219,022 | |||
Balances at Ending at Dec. 31, 2019 | 24,600 | 243,447 | (219,422) | $ 575 | |
Balances at Ending (in Shares) at Dec. 31, 2019 | 5,750,000 | ||||
Sale of Class A Common Stock to Public, net of underwriting discounts, offering costs and initial classification of warrant liabilities | 201,815,158 | 201,812,901 | $ 2,257 | ||
Sale of Class A Common Stock to Public, net of underwriting discounts, offering costs and initial classification of warrant liabilities (in Shares) | 22,572,502 | ||||
Forfeiture of Founder Shares | 11 | $ (11) | |||
Forfeiture of Founder Shares (in Shares) | (106,875) | ||||
Common stock subject to possible redemption | (175,216,880) | (175,215,128) | $ (1,752) | ||
Common stock subject to possible redemption (in Shares) | (17,521,688) | ||||
Net loss | (21,622,875) | (21,622,875) | |||
Balances at Ending at Dec. 31, 2020 | $ 5,000,003 | $ 26,841,231 | $ (21,842,297) | $ 505 | $ 564 |
Balances at Ending (in Shares) at Dec. 31, 2020 | 5,050,814 | 5,643,125 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | ||
Net loss | $ (21,622,875) | $ (216,960) |
Adjustments to reconcile net loss to net cash and used in operating activities: | ||
Change in fair value of warrant liabilities | 15,491,221 | |
Expensed offering costs | 654,656 | 215,180 |
Interest earned on marketable securities held in Trust Account | (2,701) | |
Changes in operating assets and liabilities: | ||
Accounts payable | 1,324,257 | 212,960 |
Accrued expenses | 3,572,935 | |
Prepaid expenses | (1,062,000) | |
Net cash used in operating activities | (1,644,507) | (4,000) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (225,725,020) | |
Net cash used in investing activities | (225,725,020) | |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 221,210,520 | |
Proceeds from sale of Private Placement Warrants | 6,514,500 | |
Payment of offering costs | (371,093) | |
Payment of Sponsor note | (300,000) | |
Net cash provided by financing activities | 227,053,927 | |
Net decrease in cash | (315,600) | (4,000) |
Cash at beginning of year | 315,600 | 319,600 |
Cash at end of year | 0 | 315,600 |
Supplemental disclosure of non-cash financing activities: | ||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 18,109,049 | |
Initial classification of Class A common stock subject to possible redemption | 173,086,620 | |
Change in initial value of Class A common stock subject to possible redemption | 2,130,260 | |
Accrued offering costs | $ 175,000 | 14,000 |
Forgiveness of debt - sponsor | $ 219,022 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Silver Run Acquisition Corporation III was incorporated in Delaware on September 7, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Initial Business Combination Securities Act JOBS Act Company At December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and initial public offering (“ Initial Public Offering non-operating The registration statement for the Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020, the Company consummated the Initial Public Offering of 22,572,502 units (the “ Units Public Shares Over-allotment Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 6,514,500 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $12,969,969, consisting of $4,514,500 of underwriting fees, $7,900,376 of deferred underwriting fees and $555,093 of other offering costs. In addition, at December 31, 2020, there was no cash held outside of the Trust Account (as defined below) available for working capital purposes, but the Company has access to working capital loans from the Sponsor, which is described in Note 5. Following the closing of the Initial Public Offering on October 22, 2020 and the partial exercise of the underwriters’ over-allotment option on November 12, 2020, an amount of $225,725,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account 2a-7 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares being sold in the Initial Public Offering that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of Public Shares or pre-Initial Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the Nasdaq Capital Market rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC ASC 480 Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, 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 subject to lawfully available funds therefor, redeem the Public Shares, at a per-share In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern and Liquidity As of December 31, 2020, the Company had no cash balance, but the Company has access to working capital loans from the Sponsor, which is described in Note 5. This excludes interest income of approximately $2,701 from the Company’s investment in the Trust Account which is available to the Company for tax obligations. Through December 31, 2020, the Company has not withdrawn any interest income from the Trust Account to pay its income and franchise taxes. Until the consummation of an Initial Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU 2014-15, These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 – Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “ SEC Statement Public Warrants Public Warrants Warrants In further consideration of the guidance in ASC 815-40, ASC 815 ASC 820 In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Public Shares included in the Units. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash flows or cash. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of and for the period ended December 31, 2020 and October 22, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding Warrants and should no longer be relied upon. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet as of October 22, 2020 Warrant liabilities $ — $ 16,280,000 $ 16,280,000 Total liabilities 8,210,525 16,280,000 24,490,525 Class A common stock subject to possible redemption 189,366,620 (16,280,000 ) 173,086,620 Class A common stock 106 163 269 Additional paid-in 5,222,185 588,097 5,810,282 Retained earnings (accumulated deficit) (222,860 ) (588,260 ) (811,120 ) Balance Sheet as of December 31, 2020 (audited) Warrant liabilities $ — $ 33,600,270 $ 33,600,270 Total liabilities 12,972,568 33,600,270 46,572,838 Class A common stock subject to possible redemption 208,817,150 (33,600,270 ) 175,216,880 Class A common stock 169 336 505 Additional paid-in 10,695,690 16,145,541 26,841,231 Retained earnings (accumulated deficit) (5,696,420 ) (16,145,877 ) (21,842,297 ) Statement of Operations for the Year Ended December 31, 2020 (audited) Expensed offering costs $ — $ (654,656 ) $ (654,656 ) Change in fair value of warrant liabilities — (15,491,221 ) (15,491,221 ) Net loss (5,476,998 ) (16,145,877 ) (21,622,875 ) Basic and diluted net loss per common share, Class B non-redeemable (1.06 ) (3.16 ) (4.22 ) Statement of Cash Flows for the Year Ended December 31, 2020 (audited) Cash flow from operating activities: Net loss $ (5,476,998 ) $ (16,145,877 ) $ (21,622,875 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 15,491,221 15,491,221 Expensed offering costs — 654,656 654,656 Supplemental disclosure of non-cash Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities — 16,280,000 16,280,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Weighted average shares were reduced for the effect of an aggregate of 106,875 of Class B shares of common stock that were forfeited as the over-allotment option for the Initial Public Offering was not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended 2020 Year Ended Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 2,701 $ — Income and Franchise Tax $ (2,701 ) $ — Net Loss $ (0 ) $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 21,826,849 — Loss/Basic and Diluted Redeemable Common Stock $ 0.00 $ — Non-Redeemable Numerator: Net Loss minus Redeemable Net Loss Net Loss $ (21,622,875 ) $ (216,960 ) Redeemable Net Loss $ — $ — Non-Redeemable $ (21,622,875 ) $ (216,960 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,123,002 5,000,000 Loss/Basic and Diluted Non-Redeemable $ (4.22 ) $ (0.04 ) Note: As of December 31, 2020, and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, 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 non-cash Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets, primarily due to their short term nature. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. See Note 9 for the levels within the valuation hierarchy, as well as additional information on assets and liabilities measured at fair value. Use of Estimates The preparation of these financial statements in conformity with GAAP requires the Company’s 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 these financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates. Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of December 31, 2020, and December 31, 2019, the Company held $0 and $315,600, respectively, in cash. Additionally, as of December 31, 2020 and December 31, 2019, the Company held cash equivalents of $225,727,721 and $0, respectively, in the Trust Account. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. 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, at December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11,555,093 upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The Company complies with the requirements of ASC 340-10-S99-1 As of December 31, 2020, and December 31, 2019, the Company had $0 and $23,000, respectively, of deferred offering costs on the accompanying balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between these financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits, deferred tax assets or valuations against them as of December 31, 2020 and December 31, 2019, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020 and December 31, 2019, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had no tax liability as of December 31, 2020 and December 31, 2019, respectively. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
Public Offering | Note 4 — Public Offering Pursuant to the Initial Public Offering, the Company sold 22,572,502 Units, at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,572,502 Over-allotment Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 12, 2017, the Sponsor purchased 11,500,000 shares of Class B common stock (the “ Founder Shares The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have waived their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer purchased 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option was exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500 (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants 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 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights Pursuant to a Registration Rights Agreements entered into on October 19, 2020, the holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans (as defined below), if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On September 12, 2017, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note non-interest Maturity Date In addition to the Note, the Sponsor paid certain costs related to formation and offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in As of December 31, 2020, the Company owed the Sponsor $1,324,257 for additional expenses paid on its behalf. Advance from Related Party As of October 22, 2020, the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not utilized. As of December 31, 2020, there were no advances outstanding. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2020, the Company had accrued and paid $23,871 of monthly fees to the affiliate of the Sponsor and no amounts payable were outstanding at December 31, 2020. Working Capital Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,900,376 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 8, 2021, the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“ Merger Sub Hyzon Merger Proposed Transactions 8-K Risks and Uncertainties The Sponsor continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Common Stock On October 19, 2020, the Company amended and restated its certificate of incorporation to, among other things, increase the number of authorized shares of Class A common stock from 200,000,000 to 250,000,000. The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2020, and December 31, 2019, there were 17,521,688 and 0 shares, respectively, of Class A common stock issued and outstanding, of which 20,881,715 and 0 shares, respectively, were subject to possible redemption. At December 31, 2020 and December 31, 2019, there were 5,643,125 and 5,750,000 shares, respectively, of Class B common stock issued and outstanding, which reflects that on September 18, 2020, October 7, 2020, October 8, 2020 and December 3, 2020, the Sponsor returned 2,875,000, 1,437,500, 1,437,500 and 106,875 Founder Shares, respectively, to the Company at no cost. The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option, 643,125 Founder Shares were forfeited. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ newly issued price The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 12 months from the closing of the Initial Public Offering. provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has not registered the shares of Class A common stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial 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 Class A common stock issuable upon exercise of the 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 Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of the Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement 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, referred to as the 30-day • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Except as described in the prospectus for the Initial Public Offering, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Company’s Class A common stock (as defined below) except as otherwise described in the warrant agreement; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; and • if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number the number of shares of Class A common stock to be issued to the holder. As of December 31, 2020, there were 11,286,251 Public Warrants and 6,514,500 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The w re-measured w w |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 5,476,998 Total deferred tax asset 5,476,998 Valuation allowance (5,476,998 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (5,476,998 ) State Current $ — Deferred — Change in valuation allowance 5,476,998 Income tax provision $ — As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the change in the valuation allowance was $5,476,998. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (15.0 )% Non-deductible transaction costs (0.6 )% Change in valuation allowance (5.4 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements At December 31, 2020, assets held in the Trust Account were comprised of $225,727,721 in money market funds which are invested in U.S. Treasury Securities. Through December 31, 2020, the Company has not withdrawn any interest earned on the Trust Account to pay its franchise and income tax obligations. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 225,727,721 $ 225,727,721 $ — $ — Liabilities: Warrant liability – Public Warrants $ 20,766,705 $ 20,766,705 $ — $ — Warrant liability – Private Placement Warrants $ 12,833,565 $ — $ — $ 12,833,565 The Company utilized a Monte Carlo simulation model to value the warrant liabilities that are categorized within Level 1 at the date of the Initial Public Offering and utilizes a Black-Scholes model to value the warrant liabilities that are categorized within Level 3 at each reporting period zero-coupon The significant unobservable inputs used in the Monte Carlo simulation model and the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: At As of December 31, Stock price $ 9.50 $ 10.60 Strike price $ 11.50 $ 11.50 Term (in years) 5.6 5.4 Volatility 23.0 % 27.8 % Risk-free rate 0.5 % 0.4 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 1.03 $ 1.97 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: Private Public Warrant Fair value as of December 31, 2019 $ — $ — $ — Initial measurement at October 22, 2020 6,180,000 10,100,000 16,280,000 Initial measurement of over-allotment warrants 529,935 1,299,114 1,829,049 Change in valuation inputs or other assumptions 6,123,630 9,367,591 15,491,221 Fair value as of December 31, 2020 $ 12,833,565 $ 20,766,705 $ 33,600,270 There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events Management has evaluated the impact of subsequent events through the date these financial statements were available to be issued. All subsequent events required to be disclosed are included in these financial statements. On February 8, 2021, we entered into the Business Combination Agreement with Merger Sub and Hyzon, pursuant to which Merger Sub will be merged with and into Hyzon, with Hyzon surviving the Merger as our wholly owned subsidiary. The parties expect the Proposed Transactions to be completed in the second quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by our stockholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions In connection with our proposed business combination with Hyzon, certain of our purported stockholders have filed lawsuits alleging breaches of fiduciary duty against the company and its directors related to the proposed business combination and the preliminary proxy statement filed in connection therewith. Lanctot v. Decarbonation Plus Acquisition Corp. et al Pham v. Decarbonation Plus Acquisition Corp. et al |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP |
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Weighted average shares were reduced for the effect of an aggregate of 106,875 of Class B shares of common stock that were forfeited as the over-allotment option for the Initial Public Offering was not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended 2020 Year Ended Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 2,701 $ — Income and Franchise Tax $ (2,701 ) $ — Net Loss $ (0 ) $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 21,826,849 — Loss/Basic and Diluted Redeemable Common Stock $ 0.00 $ — Non-Redeemable Numerator: Net Loss minus Redeemable Net Loss Net Loss $ (21,622,875 ) $ (216,960 ) Redeemable Net Loss $ — $ — Non-Redeemable $ (21,622,875 ) $ (216,960 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,123,002 5,000,000 Loss/Basic and Diluted Non-Redeemable $ (4.22 ) $ (0.04 ) Note: As of December 31, 2020, and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, 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 non-cash |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets, primarily due to their short term nature. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. See Note 9 for the levels within the valuation hierarchy, as well as additional information on assets and liabilities measured at fair value. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires the Company’s 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 these financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of December 31, 2020, and December 31, 2019, the Company held $0 and $315,600, respectively, in cash. Additionally, as of December 31, 2020 and December 31, 2019, the Company held cash equivalents of $225,727,721 and $0, respectively, in the Trust Account. |
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 ASC 480. 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, at December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11,555,093 upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The Company complies with the requirements of ASC 340-10-S99-1 As of December 31, 2020, and December 31, 2019, the Company had $0 and $23,000, respectively, of deferred offering costs on the accompanying balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between these financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits, deferred tax assets or valuations against them as of December 31, 2020 and December 31, 2019, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020 and December 31, 2019, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had no tax liability as of December 31, 2020 and December 31, 2019, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of Restatement of Warrants In Financial Statements | The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet as of October 22, 2020 Warrant liabilities $ — $ 16,280,000 $ 16,280,000 Total liabilities 8,210,525 16,280,000 24,490,525 Class A common stock subject to possible redemption 189,366,620 (16,280,000 ) 173,086,620 Class A common stock 106 163 269 Additional paid-in 5,222,185 588,097 5,810,282 Retained earnings (accumulated deficit) (222,860 ) (588,260 ) (811,120 ) Balance Sheet as of December 31, 2020 (audited) Warrant liabilities $ — $ 33,600,270 $ 33,600,270 Total liabilities 12,972,568 33,600,270 46,572,838 Class A common stock subject to possible redemption 208,817,150 (33,600,270 ) 175,216,880 Class A common stock 169 336 505 Additional paid-in 10,695,690 16,145,541 26,841,231 Retained earnings (accumulated deficit) (5,696,420 ) (16,145,877 ) (21,842,297 ) Statement of Operations for the Year Ended December 31, 2020 (audited) Expensed offering costs $ — $ (654,656 ) $ (654,656 ) Change in fair value of warrant liabilities — (15,491,221 ) (15,491,221 ) Net loss (5,476,998 ) (16,145,877 ) (21,622,875 ) Basic and diluted net loss per common share, Class B non-redeemable (1.06 ) (3.16 ) (4.22 ) Statement of Cash Flows for the Year Ended December 31, 2020 (audited) Cash flow from operating activities: Net loss $ (5,476,998 ) $ (16,145,877 ) $ (21,622,875 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 15,491,221 15,491,221 Expensed offering costs — 654,656 654,656 Supplemental disclosure of non-cash Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities — 16,280,000 16,280,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of table reflects the calculation of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Year Ended 2020 Year Ended Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 2,701 $ — Income and Franchise Tax $ (2,701 ) $ — Net Loss $ (0 ) $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 21,826,849 — Loss/Basic and Diluted Redeemable Common Stock $ 0.00 $ — Non-Redeemable Numerator: Net Loss minus Redeemable Net Loss Net Loss $ (21,622,875 ) $ (216,960 ) Redeemable Net Loss $ — $ — Non-Redeemable $ (21,622,875 ) $ (216,960 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,123,002 5,000,000 Loss/Basic and Diluted Non-Redeemable $ (4.22 ) $ (0.04 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 5,476,998 Total deferred tax asset 5,476,998 Valuation allowance (5,476,998 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | The income tax provision consists of the following: December 31, Federal Current $ — Deferred (5,476,998 ) State Current $ — Deferred — Change in valuation allowance 5,476,998 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (15.0 )% Non-deductible transaction costs (0.6 )% Change in valuation allowance (5.4 )% Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets that are measured at fair value on a recurring basis | Description Amount at Fair Level 1 Level 2 Level 3 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 225,727,721 $ 225,727,721 $ — $ — Liabilities: Warrant liability – Public Warrants $ 20,766,705 $ 20,766,705 $ — $ — Warrant liability – Private Placement Warrants $ 12,833,565 $ — $ — $ 12,833,565 |
Summary of quantitative information regarding fair value measurements of warrants | The significant unobservable inputs used in the Monte Carlo simulation model and the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: At As of December 31, Stock price $ 9.50 $ 10.60 Strike price $ 11.50 $ 11.50 Term (in years) 5.6 5.4 Volatility 23.0 % 27.8 % Risk-free rate 0.5 % 0.4 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 1.03 $ 1.97 |
Summary of reconciliation of warrant liabilities measured at fair value | 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: Private Public Warrant Fair value as of December 31, 2019 $ — $ — $ — Initial measurement at October 22, 2020 6,180,000 10,100,000 16,280,000 Initial measurement of over-allotment warrants 529,935 1,299,114 1,829,049 Change in valuation inputs or other assumptions 6,123,630 9,367,591 15,491,221 Fair value as of December 31, 2020 $ 12,833,565 $ 20,766,705 $ 33,600,270 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 12, 2020 | Oct. 22, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 514,500 | ||
Price per unit (in Dollars per share) | $ 10 | $ 0.35 | |
Gross proceeds | $ 225,725,020 | ||
Transaction cost | $ 12,969,969 | ||
Underwriting fees | 4,514,500 | ||
Deferred underwriting fees | 7,900,376 | ||
Other offering costs | $ 555,093 | ||
Redemption of public shares, percentage | 100.00% | ||
Fair market value in the trust account, percentage | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Dissolution expenses | 100,000 | ||
Interest income | $ 2,701 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 22,572,502 | 22,572,502 | |
Price per unit (in Dollars per share) | $ 10 | ||
Redemption of public shares, percentage | 100.00% | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 2,572,502 | 2,572,502 | |
Price per unit (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds | $ 225,725,020 | ||
Underwriting fees | $ 514,500 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 6,514,500 | ||
Price per unit (in Dollars per share) | $ 1 | ||
Chief executive officer [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 6,514,500 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Apr. 12, 2021shares |
SponsorMember | Private Placement [Member] | |
Stock issued during period private placement issues | 6,514,500 |
IPO [Member] | Public Warrants [Member] | |
Stock issued during period initial public offering issues | 11,286,251 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Summary of Restatement of Warrants In Financial Statements - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Oct. 22, 2020 | |
Balance Sheet | |||
Warrant Liabilities | $ 33,600,270 | $ 16,280,000 | |
Total liabilities | 46,572,838 | $ 314,000 | 24,490,525 |
Class A common stock subject to possible redemption | 175,216,880 | 173,086,620 | |
Additional paid-in capital | 26,841,231 | 243,447 | 5,810,282 |
Retained earnings (accumulated deficit) | (21,842,297) | (219,422) | (811,120) |
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Expensed offering costs | (654,656) | (215,180) | |
Change in fair value of warrant liabilities | (15,491,221) | ||
Net loss | $ (21,622,875) | (216,960) | |
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ 0 | ||
Cash flow from operating activities: | |||
Net loss | $ (21,622,875) | (216,960) | |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Change in fair value of warrant liabilities | 15,491,221 | ||
Expensed offering costs | 654,656 | $ 215,180 | |
Supplemental disclosure of non-cash financing activities: | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 18,109,049 | ||
Class A Common Stock | |||
Balance Sheet | |||
Class A common stock | $ 505 | 269 | |
Class B Non Redeemable Common Stock [Member] | |||
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ (4.22) | ||
As Previously Reported | |||
Balance Sheet | |||
Total liabilities | $ 12,972,568 | 8,210,525 | |
Class A common stock subject to possible redemption | 208,817,150 | 189,366,620 | |
Additional paid-in capital | 10,695,690 | 5,222,185 | |
Retained earnings (accumulated deficit) | (5,696,420) | (222,860) | |
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Net loss | (5,476,998) | ||
Cash flow from operating activities: | |||
Net loss | (5,476,998) | ||
As Previously Reported | Class A Common Stock | |||
Balance Sheet | |||
Class A common stock | $ 169 | 106 | |
As Previously Reported | Class B Non Redeemable Common Stock [Member] | |||
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ (1.06) | ||
Adjustment | |||
Balance Sheet | |||
Warrant Liabilities | $ 33,600,270 | 16,280,000 | |
Total liabilities | 33,600,270 | 16,280,000 | |
Class A common stock subject to possible redemption | (33,600,270) | (16,280,000) | |
Additional paid-in capital | 16,145,541 | 588,097 | |
Retained earnings (accumulated deficit) | (16,145,877) | (588,260) | |
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Expensed offering costs | (654,656) | ||
Change in fair value of warrant liabilities | (15,491,221) | ||
Net loss | (16,145,877) | ||
Cash flow from operating activities: | |||
Net loss | (16,145,877) | ||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Change in fair value of warrant liabilities | 15,491,221 | ||
Expensed offering costs | 654,656 | ||
Supplemental disclosure of non-cash financing activities: | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | 16,280,000 | ||
Adjustment | Class A Common Stock | |||
Balance Sheet | |||
Class A common stock | $ 336 | $ 163 | |
Adjustment | Class B Non Redeemable Common Stock [Member] | |||
Statement of Operations for the Year Ended December 31, 2020 (audited) | |||
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ (3.16) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average shares (in Shares) | 21,826,849 | ||
Interest income | $ 2,701 | ||
Federal Deposit Insurance Corporation Premium Expense | 250,000 | ||
Cash | 0 | $ 315,600 | $ 319,600 |
Cash held in Trust | 225,727,721 | 0 | |
Offering costs amounting | 11,555,093 | ||
Underwriting fees | 4,514,500 | ||
Deferred offering costs | 0 | 23,000 | |
Expensed offering costs | 654,656 | $ 215,180 | |
Private Placement [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Expensed offering costs | 12,315,313 | ||
Public Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Expensed offering costs | 654,656 | ||
Over-allotment Units [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Underwriting fees | 514,500 | ||
Deferred underwritng fees | $ 900,376 | ||
Common Class B [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average shares (in Shares) | 106,875 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of table reflects the calculation of basic and diluted net income (loss) per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Earnings allocable to Redeemable Common Stock | ||
Interest Income | $ 2,701 | |
Income and Franchise Tax | (2,701) | |
Net Loss | $ 0 | |
Denominator: Weighted Average Redeemable Common Stock | ||
Redeemable Common Stock, Basic and Diluted (in Shares) | 21,826,849 | |
Loss/Basic and Diluted Redeemable Common Stock (in Dollars per share) | $ 0 | |
Numerator: Net Loss minus Redeemable Net Loss | ||
Net Loss | $ (21,622,875) | $ (216,960) |
Redeemable Net Loss | ||
Non-Redeemable Net Loss (in Dollars per share) | $ (21,622,875) | $ (216,960) |
Denominator: Weighted Average Non-Redeemable Common Stock | ||
Non-Redeemable Common Stock, Basic and Diluted (in Shares) | 5,123,002 | 5,000,000 |
Loss/Basic and Diluted Non-Redeemable Common Stock (in Dollars per share) | $ (4.22) | $ (0.04) |
Public Offering (Details)
Public Offering (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Oct. 22, 2020 | Dec. 31, 2020 | Nov. 12, 2020 | |
Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 514,500 | ||
Sale of price per share | $ 0.35 | $ 10 | |
Initial Public Offering [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 22,572,502 | 22,572,502 | |
Sale of price per share | $ 10 | ||
Over-allotment Units [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock in shares | 2,572,502 | 2,572,502 | |
Sale of price per share | $ 10 | $ 10 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Public Offering (Details) [Line Items] | |||
Description of sale of stock | Each Unit consists of one share of Class A common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 12, 2020 | Oct. 31, 2020 | Sep. 12, 2017 | Oct. 31, 2020 | Oct. 22, 2020 | Sep. 18, 2020 | Sep. 12, 2017 | Dec. 31, 2020 | Dec. 03, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 514,500 | ||||||||
Aggregate price (in Dollars) | $ 225,725,020 | ||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 0.35 | |||||||
Description of business combination | The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||
Forfeited shares | 750,000 | ||||||||
Additional expenses (in Dollars) | $ 1,324,257 | ||||||||
Description of related party | the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not utilized. As of December 31, 2020, there were no advances outstanding. | ||||||||
Per month office space amount (in Dollars) | 10,000 | ||||||||
Sponsor fees (in Dollars) | $ 23,871 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 2,572,502 | 2,572,502 | |||||||
Aggregate price (in Dollars) | $ 225,725,020 | ||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 10 | |||||||
Forfeited shares | 106,875 | ||||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 6,514,500 | ||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||
Initial Public Offering [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 22,572,502 | 22,572,502 | |||||||
Price per warrant (in Dollars per share) | $ 10 | ||||||||
Description of related party loans | the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2020 (as amended) or the completion of the Initial Public Offering (the “Maturity Date”). On September 13, 2017, the Company drew down $300,000 on this Note. On October 21, 2020, the Company paid back the Sponsor for the full amount of the outstanding Note.In addition to the Note, the Sponsor paid certain costs related to formation and offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in capital. | ||||||||
Warrant [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Additional warrants | 600,000 | ||||||||
Additional price (in Dollars per share) | $ 1 | ||||||||
Additional warrants proceeds (in Dollars) | $ 600,000 | ||||||||
Working capital loans (in Dollars) | $ 1,500,000 | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1 | ||||||||
Warrant [Member] | Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 6,000,000 | ||||||||
Aggregate price (in Dollars) | $ 6,000,000 | ||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||
Description of stock transaction | The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option was exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500 (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 2,875,000 | ||||||||
Additional shares | 2,875,000 | ||||||||
Percentage of founder shares | 20.00% | ||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeited shares | 643,125 | ||||||||
Founder Shares [Member] | Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Description of business combination | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants 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 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. | ||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sale of stock in shares | 11,500,000 | ||||||||
Aggregate price (in Dollars) | $ 25,000 | ||||||||
Price per warrant (in Dollars per share) | $ 0.002 | $ 0.002 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 08, 2021 | Dec. 31, 2020 | Nov. 12, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting Agreement Description | The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,900,376 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. | ||
Price per share | $ 0.35 | $ 10 | |
Aggregate amount | $ 7,900,376 | ||
Description of business combination agreement | The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
Subsequent Event [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Description of business combination agreement | the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and Hyzon Motors Inc., a Delaware corporation (“Hyzon”), pursuant to which Merger Sub will be merged with and into Hyzon (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Hyzon surviving the Merger as our wholly owned subsidiary. The parties expect the Proposed Transactions to be completed in the second quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by the Company’s stockholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 03, 2020 | Dec. 31, 2019 | Oct. 19, 2020 | Oct. 08, 2020 | Oct. 07, 2020 | Sep. 18, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||||
Redemption shares | 20,881,715 | 0 | ||||||
Aggregated of forfeited shares | 750,000 | |||||||
Founder shares percentage | 20.00% | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Warrant price per share (in Dollars per share) | 11.50 | |||||||
Business combination issue price (in Dollars per share) | $ 9.20 | |||||||
Exercise price of warrants percentage | 115.00% | |||||||
Warrant price (in Dollars per share) | $ 0.01 | |||||||
Warrant price (in Dollars per share) | $ 0.10 | |||||||
Change in fair value of warrant liabilities | $ 15,491,221 | |||||||
Private Placement [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants outstanding | 6,514,500 | |||||||
Public Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrants outstanding | 11,286,251 | |||||||
Over-Allotment Option [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Aggregated of forfeited shares | 106,875 | |||||||
Sponsor [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Founder shares | 106,875 | 1,437,500 | 1,437,500 | 2,875,000 | ||||
Class A Common Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Issued and outstanding share | 17,521,688 | 0 | ||||||
Common stock, shares issued | 5,050,814 | 0 | ||||||
Common stock, shares outstanding | 5,050,814 | 0 | ||||||
Redemption to the warrant holders per share (in Dollars per share) | $ 18 | |||||||
Class A Common Stock [Member] | Minimum [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock authorized | 200,000,000 | |||||||
Class A Common Stock [Member] | Maximum [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock authorized | 250,000,000 | |||||||
Class A Common Stock [Member] | Warrant [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Warrant price per share (in Dollars per share) | $ 11.50 | |||||||
Common Class B [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 5,643,125 | 5,750,000 | ||||||
Common stock, shares outstanding | 5,643,125 | 5,750,000 | ||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Aggregated of forfeited shares | 643,125 | |||||||
Subject to forfeiture (in Dollars) | $ 643,125 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 5,476,998 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Company's net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 5,476,998 |
Total deferred tax asset | 5,476,998 |
Valuation allowance | (5,476,998) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (5,476,998) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 5,476,998 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of reconciliation of the federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liabilities | (15.00%) |
Non-deductible transaction costs | (0.60%) |
Change in valuation allowance | (5.40%) |
Income tax provision | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Assets held trust account | $ 225,727,721 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company's assets that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 225,727,721 | $ 0 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 225,727,721 | |
Liabilities: | ||
Warrant liability – Public Warrants | 20,766,705 | |
Warrant liability – Private Placement Warrants | 12,833,565 | |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 225,727,721 | |
Liabilities: | ||
Warrant liability – Public Warrants | 20,766,705 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Liabilities: | ||
Warrant liability – Public Warrants | 0 | |
Warrant liability – Private Placement Warrants | $ 12,833,565 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Summary of quantitative information regarding fair value measurements of warrants - Level 3 [Member] - $ / shares | Oct. 22, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 9.50 | |
Strike price | $ 11.50 | |
Term (in years) | 5 years 7 months 6 days | |
Volatility | 23.00% | |
Risk-free rate | 0.50% | |
Dividend yield | 0.00% | |
Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 10.60 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Strike price | $ 11.50 | |
Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 5 years 4 months 24 days | |
Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 27.80% | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Risk-free rate | 0.40% | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0.00% | |
Measurement Input, Expected Fair Value of Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of warrants | $ 1.03 | $ 1.97 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Summary of reconciliation of warrant liabilities measured at fair value - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2019 | |
Initial measurement | 16,280,000 |
Change in valuation inputs or other assumptions | 15,491,221 |
Fair value as of December 31, 2020 | 33,600,270 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2019 | |
Initial measurement | 6,180,000 |
Change in valuation inputs or other assumptions | 6,123,630 |
Fair value as of December 31, 2020 | 12,833,565 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2019 | |
Initial measurement | 10,100,000 |
Change in valuation inputs or other assumptions | 9,367,591 |
Fair value as of December 31, 2020 | 20,766,705 |
Over-Allotment Option [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement | 1,829,049 |
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement | 529,935 |
Over-Allotment Option [Member] | Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement | $ 1,299,114 |