| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
| Dec. 31, 2020 |
| Condensed Cash Flow Statements, Captions [Line Items] | |
| Basis of Presentation | Basis
of Presentation The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
| Use of Estimates and Assumptions | Use
of Estimates The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could
differ significantly from the Company’s estimates. |
| Cash and Cash Equivalents | Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
| Marketable Securities Held in Trust Account | Marketable
Securities Held in Trust Account At
December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily
in U.S. Treasury Bills. During the year ended December 31, 2020 and 2019, the Company withdrew $ 326,352 836,205 |
| Common Stock Subject to Possible Redemption | Common
Stock Subject to Possible Redemption The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption
is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common
stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are
considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common
stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheets. |
| Income Taxes | Income
Taxes The
Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic
740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The
Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These
potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months. |
| Earnings per Share | Net
Income (Loss) Per Common Share Net income (loss) per
share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period,
excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the
Initial Public Offering and private placement to purchase an aggregate of 17,825,001 The Company’s
statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in
a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for
Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable
securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock
subject to possible redemption outstanding since original issuance. Net loss per share,
basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss
on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable
common stock outstanding for the period. Non-redeemable common
stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable
common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table
reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND
DILUTED NET INCOME (LOSS) PER COMMON SHARE
2020 2019
For the
year ended December 31,
2020 2019
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities
held in Trust Account $ 3,023 $ 3,940,016
Less: interest available to be
withdrawn for payment of taxes (1,390 ) (700,193 )
Net income $ 1,633 $ 3,239,823
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding 4,457,537 19,940,154
Basic and diluted net income per share $ 0.00 $ 0.16
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss $ 2,404,519 $ 365,954
Less: Net income allocable to
Common stock subject to possible redemption (1,633 ) (3,239,823 )
Non-Redeemable Net Loss $ 2,402,886 $ (2,873,869 )
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding 6,367,631 6,081,996
Basic and diluted net income (loss) per share $ 0.38 $ (0.47 ) |
| Concentrations of credit risk and off-balance sheet risk | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution,
which, at times may exceed the federal depository insurance coverage of $ 250,000 |
| Fair Value of Financial Instruments | Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets,
primarily due to their short-term nature. |
| Recently Adopted Accounting Pronouncements | Recent
Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements. |
| Ensysce Biosciences, Inc [Member] | |
| Condensed Cash Flow Statements, Captions [Line Items] | |
| Use of Estimates and Assumptions | Use
of Estimates and Assumptions Preparation
of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and disclosed in the accompanying notes. Actual results may differ
from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates
and assumptions by management include, but are not limited to, the valuation allowance of deferred tax assets resulting from net
operating losses, the valuation of common stock, warrants, options to purchase the Company’s common stock, and the debt
with embedded derivative instruments in notes payable. |
| Cash and Cash Equivalents | Cash
and Cash Equivalents For
purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid
instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
| Income Taxes | Income
Taxes Income
taxes are recorded in accordance with ASC 740, Income Taxes The
Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company
recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination
by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical
merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and
penalties accrued related to unrecognized tax benefits as income tax expense. |
| Earnings per Share | Earnings
per Share The
basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders
by the weighted average number of common shares outstanding during the year. The diluted earnings per share is calculated by dividing
the Company’s net income attributable to common stockholders by the diluted weighted average number of shares outstanding
during the year, determined using the treasury stock method and the average stock price during the year. A reconciliation of the
numerators and denominators of the basic and diluted earnings per share calculations follows: SCHEDULE OF BASIC AND
DILUTED EARNINGS PER COMMON SHARE
2020 2019
Years Ended December 31,
2020 2019
Numerator:
Net income (loss) attributable to common stockholders $ 56,770 $ (10,102,280 )
Denominator:
Weighted average shares outstanding, basic 239,465,160 239,465,160
Weighted average dilutive stock options 11,217,415 -
Weighted average shares outstanding, diluted 250,682,575 239,465,160
Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.04 )
Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.04 ) The
following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because
they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION
Years Ended December 31,
2020 2019
Stock options 55,281,877 78,976,701
Warrants 300,000 236,986
Total 55,581,877 79,213,687 |
| Concentrations of credit risk and off-balance sheet risk | Concentrations
of credit risk and off-balance sheet risk Cash
and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s
cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured
limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions
in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. |
| Recently Adopted Accounting Pronouncements | Recently
Adopted Accounting Pronouncements In
August 2018, the Financial Accounting Standards Board (“the FASB”) issued ASU 2018-13, Fair Value Measurement (Topic 820),
– Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting
for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use, or ROU, model that requires a lessee
to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases
will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated
statement of operations. A modified retrospective transition approach is required for lessees for capital and operating leases existing
at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical
expedients available. Entities have the option to continue to apply historical accounting under Topic 840, including its disclosure requirements,
in comparative periods presented in the year of adoption. An entity that elects this option will recognize a cumulative effect adjustment
to the opening balance of retained earnings in the period of adoption instead of the earliest period presented. The Company adopted ASU
2016-02 on January 1, 2020 with no material impact to the consolidated financial statements. |
| Immaterial Correction of Error | Immaterial
Correction of Error In
February 2021, the Company concluded that due to an error in the measurement of the fair value of embedded derivatives as of December
31, 2019, the 2019 balance sheet would be adjusted. The change resulted in an increase in the fair value of the embedded
derivatives of approximately $ 269,000
with a corresponding increase in the change
in fair value of derivative liabilities presented in the consolidated statement of operations. The
Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the
Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements |
| Reclassification | Reclassification The
Company reclassified $ 11,331 of
accrued and unpaid interest on convertible debt from notes payable to accrued expenses and other liabilities in
order to consistently present its consolidated financial statements. The reclassification did not impact net
income. ENSYSCE
BIOSCIENCES, INC. NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| Property and Equipment | Property
and Equipment Property
and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method
over the estimated useful lives of five six 201 201 Property
and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the
assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant
adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived
assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through
its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated
fair value. There were no such losses for the years ended December 31, 2020 and December 31, 2019. |
| Derivative Financial Instruments | Derivative
Financial Instruments The
Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company
evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or
contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract
if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives
depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized
at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded
derivatives are classified with the related host contract in the Company’s consolidated balance sheet. ENSYSCE
BIOSCIENCES, INC. NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS During
the years ended December 31, 2020 and 2019, the Company entered into a series of notes that were determined to have embedded derivative
instruments in the form of a contingent put option. The notes are recognized at the value of proceeds received after allocating
issuance proceeds to the bifurcated contingent put option. The notes are subsequently measured at amortized cost using the effective
interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance
at maturity. The bifurcated put option is initially measured at fair value and subsequently measured at fair value with changes
in fair value recognized as a component of other expenses in the consolidated statements of operations (see Note 7). The notes
and the contingent put option are classified as either long-term or short-term liabilities based on the maturity date of the related
loan. |
| Federal Grants | Federal
Grants In
September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse awarded the
Company a research and development grant related to the development of its MPAR overdose prevention technology (the “MPAR
Grant”). The total approved budget for the two-year period was approximately $ 5.4 3.2 2.2 1.1 In August 2019,
the grant was amended such that the approved budget for the two-year period decreased to approximately $ 5.1 2.1 3.0 In
September 2019, the NIH/National Institute on Drug Abuse awarded the Company a second research and development grant related to the development
of its TAAP/MPAR abuse deterrent technology (the “TAAP/MPAR Grant”). The total approved budget for the two-year period was
approximately $ 5.4
million. The
Company concluded the government grants are not within the scope of Accounting Standards Codification Topic 606, Revenue from Contracts
with Customers Not-for-Profit-Entities-Revenue Recognition Revenue
recognized under the MPAR Grant was approximately $ 3,037,234
and $ 1,706,508
during the years ended December 31, 2020 and
2019, respectively. Revenue recognized under the TAAP/MPAR Grant was approximately $ 893,975
and $ 57,453
during the years ended December 31, 2020 and
2019, respectively. Amounts
requested or eligible to be requested through the NIH payment management system, but for which cash has not been received, are presented
as an unbilled receivable on the Company’s consolidated balance sheet. As all amounts are expected to be remitted timely, no valuation
allowances are recorded. |
| Research and Development Costs | Research
and Development Costs The
Company’s research and development expenses consist primarily of third-party research and development expenses, consulting expenses,
animal and clinical studies, and any allocable direct overhead, including facilities and depreciation costs, as well as salaries, payroll
taxes, and employee benefits for those individuals directly involved in ongoing research and development efforts. Research and development
expenses are charged to expense as incurred. Payments made prior to the receipt of goods or services to be used in research and development
are capitalized until the goods or services are received. |
| General and Administrative Expenses | General
and Administrative Expenses General
and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, human resources,
compliance, and other administrative personnel, as well as accounting and legal professional services fees. ENSYSCE
BIOSCIENCES, INC. NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| Fair Value Measurement | Fair
Value Measurement ASC
820, Fair Value Measurements The
accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:
Level
1: Quoted
prices in active markets for identical assets or liabilities.
Level
2: Inputs
other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.
Level
3: Unobservable
inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies,
or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The
Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at
which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. ASC
820 requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable
to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in
a current transaction between willing parties. As of December 31, 2020 and 2019, the recorded values of cash and cash equivalents, prepaid
expenses, accounts payable, and accrued expenses and other liabilities approximate their fair values due to the short-term nature of
these items. The
carrying value of outstanding notes payable approximates the estimated
aggregate fair value as the embedded contingent put option is recognized at fair value and classified with the debt host. The put
option allows certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction
with gross proceeds above certain thresholds. option and Significant assumptions used to determine the
fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate
fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions.
The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes
in market yields of healthcare sector CCC-rated debt. As of December 31, 2020, assumptions included a probability of exercise of the
put option of 10% and a discount rate of 42.9%. As of December 31, 2019, assumptions included a probability of exercise of the put option
of 80% and a discount rate range of 65.5% to 93.1%, with a weighted-average discount rate of 66.4%. The
following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets
on a recurring basis: SCHEDULE
OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
December
31, 2020
Total Level
1 Level
2 Level
3
Contingent
put option $ 670,262 $ - $ - $ 670,262
Total $ 670,262 $ - $ - $ 670,262
December
31, 2019
Total Level
1 Level
2 Level
3
Contingent
put option $ 2,646,347 $ - $ - $ 2,646,347
Total $ 2,646,347 $ - $ - $ 2,646,347 The
following table summarizes the change in fair value of the Company’s Level 3 contingent put options: SCHEDULE
OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS
December
31,
2020 2019
Beginning
fair value $ 2,646,347 $ 1,657,072
Issuance 471,823 414,188
Change
in fair value (2,447,908 ) 575,087
Ending
fair value $ 670,262 $ 2,646,347 See
Note 7 for further details on the embedded contingent put option. ENSYSCE
BIOSCIENCES, INC. NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| Stock-based Compensation | Stock-based
Compensation The
Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards
using a graded amortization approach. The Company accounts for forfeitures as they occur. The
Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating
the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application
of management’s judgment. For the years ended December 31, 2020 and 2019, stock-based compensation costs are recorded in general
and administrative expenses in the consolidated statements of operations. |
| Recently Issued Accounting Pronouncements | Recently
Issued Accounting Pronouncements In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income
taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology
for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The
new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the
accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning
after December 31, 2021 and interim periods within that year. Early adoption is permitted. The Company is evaluating the impact of ASU
2019-12 on the consolidated financial statements. ENSYSCE
BIOSCIENCES, INC. NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS In
August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) to address issues identified
as a result of the complexity with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The
FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock, resulting in
fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Certain types of
convertible instruments will continue to be subject to separation models: (a) those with embedded conversion features that are not clearly
and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from
derivative accounting and (b) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in
capital. For convertible instruments, the contracts primarily affected are those with beneficial conversions or cash conversion features
as the accounting models for those specific features have been removed. For contracts in an entity’s own equity, the contracts
primarily affected are freestanding instruments and embedded features that are accounted for as derivatives due to a failure to meet
the settlement conditions of the derivatives scope exceptions. The FASB simplified the settlement assessment by removing the requirements
to (a) consider whether the contract would be settled in registered shares, (b) to consider whether collateral is required to be posted,
and (c) assess shareholder rights. The FASB also decided to enhance information transparency by making targeted improvements to the disclosures
for convertible instruments and earnings-per-share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023
and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities must adopt the guidance
as of the beginning of its annual fiscal year and a modified retrospective or fully retrospective transition approach is permitted. The
Company is evaluating the impact of ASU 2020-06 on the consolidated financial statements. |
