Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 15, 2021 | Jun. 30, 2020 | |
Affiliate, Collateralized Security [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Leisure Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC”) on March 15, 2021, or the “Original Filing,” to restate our financial statements (i) as of and for the years ended December 31, 2020, 2019 and 2018, as of December 5, 2017; as of and for the period ended September 11, 2017 (inception) to December 31, 2017; and as of and for the periods ended March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements”) in the accompanying financial statements included in this Annual Report | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38306 | ||
Entity Registrant Name | LEISURE ACQUISITION CORP. | ||
Entity Central Index Key | 0001716947 | ||
Entity Tax Identification Number | 82-2755287 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 250 West 57th Street, | ||
Entity Address, Address Line Two | Suite 415 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10107 | ||
City Area Code | 646 | ||
Local Phone Number | 565-6940 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 3.7 | ||
Entity Common Stock, Shares Outstanding | 6,224,268 | ||
Common Stock, par value $0.0001 per share [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | LACQ | ||
Security Exchange Name | NASDAQ | ||
Warrants to Purchase One Share of Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | ||
Trading Symbol | LACQW | ||
Security Exchange Name | NASDAQ | ||
Units Each Consisting of One Share of Common Stock snd Onehalf of One Warrant [Member | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one-half of one Warrant | ||
Trading Symbol | LACQU | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 49,202 | $ 1,061,151 |
Prepaid expenses | 157,483 | |
Prepaid income taxes | 19,779 | 138,571 |
Total Current Assets | 226,464 | 1,199,722 |
Cash and marketable securities held in Trust Account | 12,628,170 | 195,312,177 |
TOTAL ASSETS | 12,854,634 | 196,511,899 |
Current liabilities | ||
Accounts payable and accrued expenses | 260,404 | 2,771,025 |
Total Current Liabilities | 260,404 | 2,771,025 |
Promissory note | 566,288 | 566,288 |
Convertible promissory notes - related party | 225,000 | |
Warrant liability | 6,260,000 | 7,166,250 |
Deferred underwriting fee payable | 6,750,000 | 7,000,000 |
TOTAL LIABILITIES | 14,061,692 | 17,503,563 |
Commitments | ||
Common stock subject to possible redemption, 0 and 16,808,829 shares at redemption value at December 31, 2020 and 2019, respectively | 174,008,335 | |
Stockholders’ (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,224,268 and 7,067,422 shares issued and outstanding (excluding 0 and 16,808,829 shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 622 | 707 |
Additional paid-in capital | 5,136,000 | |
Accumulated Deficit | (1,207,680) | (136,706) |
Total Stockholders’ (Deficit) Equity | (1,207,058) | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 12,854,634 | $ 196,511,899 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 05, 2017 |
Statement of Financial Position [Abstract] | ||||||||||||||
Common stock subject to possible redemption, shares | 0 | 16,808,829 | 18,323,238 | 18,373,388 | 18,423,140 | 18,395,920 | 18,251,226 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, shares issued | 6,224,268 | 7,067,422 | ||||||||||||
Common stock, shares outstanding | 6,224,268 | 7,067,422 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Operating costs | $ 1,368,841 | $ 3,328,674 |
Loss from operations | (1,368,841) | (3,328,674) |
Other income (expense): | ||
Interest income | 719,646 | 4,249,828 |
Amortization of debt discount on convertible promissory note | (220,000) | |
Change in fair value of conversion option liability | 220,000 | |
Change in fair value of warrant liability | 1,906,250 | (1,433,250) |
Forgiveness of accounts payable | 3,298,207 | |
Other income, net | 5,924,103 | 2,816,578 |
Income (loss) before provision for income taxes | 4,555,262 | (512,096) |
Provision for income taxes | (244,493) | (555,200) |
Net income (loss) | $ 4,310,769 | $ (1,067,296) |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 3,949,616 | 18,270,950 |
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0 | $ 0.17 |
Basic and diluted weighted average shares outstanding, Common stock | 6,642,759 | 6,621,293 |
Basic and diluted net income (loss) per share, Common stock | $ 0.65 | $ (0.63) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – December 31, 2019 at Dec. 31, 2018 | $ 660 | $ 4,068,751 | $ 930,590 | $ 5,000,001 |
Balance, shares at Dec. 31, 2018 | 6,064,800 | |||
Change in value of common stock subject to possible redemption | $ 47 | 1,067,249 | 1,067,296 | |
Change in value of common stock subject to possible redemption (in shares) | 463,342 | |||
Waiver of a portion of deferred underwriting fee | ||||
Net income | (1,067,296) | (1,067,296) | ||
Balance – December 31, 2020 at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | 5,000,001 |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 7,067,422 | |||
Change in value of common stock subject to possible redemption | $ (85) | (5,136,000) | (5,631,743) | (10,767,828) |
Change in value of common stock subject to possible redemption (in shares) | (843,154) | |||
Waiver of a portion of deferred underwriting fee | 250,000 | 250,000 | ||
Net income | 4,310,769 | 4,310,769 | ||
Balance – December 31, 2020 at Dec. 31, 2020 | $ 622 | $ (1,207,680) | $ (1,207,058) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 6,224,268 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | |||||||||
Net income (loss) | $ 4,310,769 | $ (1,067,296) | |||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||
Interest earned on marketable securities held in Trust Account | (719,646) | (4,249,828) | |||||||
Forgiveness of accounts payable | (3,298,207) | ||||||||
Change in fair value of warrant liability | $ (2,184,000) | $ (341,250) | $ (419,500) | $ (341,250) | $ (4,410,250) | $ (204,750) | (1,906,250) | 1,433,250 | $ 68,250 |
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | 220,000 | |||||
Change in fair value of conversion option liability | 10,000 | (220,000) | (220,000) | (220,000) | |||||
Deferred tax benefit | (1,764) | ||||||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses | (157,483) | 87,083 | |||||||
Prepaid income taxes | 118,792 | 31,964 | |||||||
Accounts payable and accrued expenses | 787,586 | 2,341,799 | |||||||
Net cash used in operating activities | (864,439) | (1,424,792) | |||||||
Cash Flows from Investing Activities: | |||||||||
Investment of cash in Trust Account | (1,698,862) | (566,288) | |||||||
Cash withdrawn from Trust Account for redemption of common stock | 184,776,163 | 11,583,473 | |||||||
Cash withdrawn from Trust Account for franchise taxes and income taxes | 326,352 | 836,205 | |||||||
Net cash provided by investing activities | 183,403,653 | 11,853,390 | |||||||
Cash Flows from Financing Activities: | |||||||||
Proceeds from promissory note | 566,268 | ||||||||
Proceeds from convertible promissory notes – related parties | 1,225,000 | ||||||||
Redemption of common stock | (184,776,163) | (11,583,473) | |||||||
Payment of offering costs | (8,640) | ||||||||
Net cash used in financing activities | (183,551,163) | (11,025,845) | |||||||
Net Change in Cash | (1,011,949) | (597,247) | |||||||
Cash – Beginning | $ 1,061,151 | $ 1,658,398 | $ 1,061,151 | $ 1,658,398 | $ 1,061,151 | $ 1,658,398 | 1,061,151 | 1,658,398 | |
Cash – Ending | 49,202 | 1,061,151 | $ 1,658,398 | ||||||
Supplementary cash flow information: | |||||||||
Cash paid for income taxes | 125,701 | 525,000 | |||||||
Non-Cash investing and financing activities: | |||||||||
Change in value of common stock subject to possible redemption | 10,767,828 | (1,067,296) | |||||||
Waiver of a portion of deferred underwriting fee payable | $ 250,000 |
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 Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017 At December 31, 2020, the Company had not yet commenced operations. All activity through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of Ensysce Biosciences, Inc., a Delaware corporation (“Ensysce”) (see Note 12) and activities in connection with the previously proposed business combination with GTWY Holdings Limited, a Canadian corporation (“GTWY Holdings”), which was terminated on July 16, 2020. The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated the Initial Public Offering of 20,000,000 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 1.00 6,825,000 Following the closing of the Initial Public Offering on December 5, 2017, an amount of $ 200,000,000 10.00 Transaction costs amounted to $ 11,548,735 4,000,000 7,000,000 548,735 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($ 10.00 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering. The Company has until June 30, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 75,000 On November 26, 2019, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from December 5, 2019 to April 5, 2020 (the “Initial Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 1,123,749 11,583,473 10.31 The Company agreed to contribute (the “Contribution”) $ 0.03 On each of December 5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $ 0.03 2,265,150 On December 5, 2019, the Company entered into an expense advancement agreement with GTWY Holdings (the “GTWY Expense Advance Agreement”), pursuant to which GTWY Holdings committed to provide $ 566,288 On January 15, 2020, the Company drew down $ 1,000,000 under the expense advancement agreement with the Company’s Sponsors and strategic investor dated December 1, 2017 in exchange for issuing unsecured promissory notes to fund its working capital requirements and to fund required Contributions to the Trust Account. The holders had the option to convert the promissory notes into warrants at a price of $ 1.00 per warrant subject to the same terms and conditions as private placement warrants. The notes were converted into warrants to purchase 1,000,001 11.50 On March 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from April 5, 2020 to June 30, 2020 (the “Second Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 16,837,678 176,283,492 10.47 136,283,492 40,000,000 On June 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from June 30, 2020 to December 1, 2020 (the “Third Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 776,290 8,099,292 10.43 On November 24, 2020, the Company’s stockholders approved extending the Combination Period from December 1, 2020 to June 30, 2021 (the “Fourth Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 38,015 393,380 10.34 The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 Nasdaq Notifications On November 30, 2020, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s registration statement became effective on December 1, 2017, it was required to complete an initial business combination by no later than December 1, 2020. The Rule also provides that failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities. In addition, the Nasdaq Notice states that the Company was not in compliance with Nasdaq’s minimum publicly held shares requirement under Listing Rule 5550(a)(4), which requires a listed company’s primary equity security to maintain a minimum of 500,000 publicly held shares. The Listing Qualifications Department has advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing before an independent Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing. The hearing request will stay any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing. On January 27, 2021, the Panel granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital Market pursuant to an extension, subject to certain milestones, through June 1, 2021 (see Note 12). See Item 1A. Risk Factors— The Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2020, the Company had $ 49,202 12,628,170 127,869 93,929 As of December 31, 2020, the Company had $ 75,000 The Company will need to raise additional capital through loans or additional investments from its Sponsors, HG Vora, stockholders, officers, directors, or third parties. The Company’s Sponsors and HG Vora may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 30, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These 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 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Private Placement Warrants issued in connection with its Initial Public Offering and its working capital warrants issued on conversion of its convertible promissory notes (collectively, the “Private Warrants”) as components of equity instead of as derivative liabilities. In addition, the Company did not account for its convertible promissory notes as a derivative liability (together with the Private Warrants, the “Derivative Instruments”). The Warrant Agreement governing the Private Warrants (the “Warrant Agreement”) includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted under circumstances in which, upon completion of such tender offer, the maker thereof, together with members of any group of which such maker is a part own beneficially more than 50 % of the outstanding shares of more than 50 % of the Company’s common stock, all holders of the Private Warrants and Public Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission 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”). Specifically, the SEC Statement focused on potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement, although the Company does not believe the portion of the SEC Statement referring to the tender offer are applicable to the Company’s warrants because the Company has only a single class of Common Stock.. In further consideration of the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Private Warrants fail the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25, but that the Public Warrants could continue to be classified as stockholder’s equity. As a result of the above, the Company should have classified the Derivative Instruments as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Derivative Instruments at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The change in the Company’s accounting to treat its outstanding Private Warrants and its convertible promissory notes as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, cash flows or cash. The table below summarizes the effects of the restatement on the financial statements for all periods being restated: SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT As Previously As Reported Adjustments Restated Balance sheet as of December 5, 2017 (audited) Total Liabilities $ 7,206,932 $ 4,572,750 $ 11,779,682 Common Stock Subject to Possible Redemption 190,296,100 (4,572,750 ) 185,723,350 Common Stock 672 46 718 Additional Paid-in Capital 5,004,493 (46 ) 5,004,447 Accumulated Deficit (5,161 ) — (5,161 ) Total Stockholders’ Equity 5,000,004 — 5,000,004 Number of shares subject to redemption 19,029,610 (457,275 ) 18,572,335 Balance sheet as of December 31, 2017 (audited) Total Liabilities $ 7,156,239 $ 5,664,750 $ 12,820,989 Common Stock Subject to Possible Redemption 190,270,071 (5,664,750 ) 184,605,321 Common Stock 673 57 730 Additional Paid-in Capital 5,030,521 1,091,943 6,122,464 Accumulated Deficit (31,193 ) (1,092,000 ) (1,123,193 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,015,680 (566,138 ) 18,449,542 Balance sheet as of March 31, 2018 (unaudited) Total Liabilities $ 7,197,431 $ 5,323,500 $ 12,520,931 Common Stock Subject to Possible Redemption 190,676,137 (5,323,500 ) 185,352,637 Common Stock 599 53 652 Additional Paid-in Capital 4,624,529 750,697 5,375,226 (Accumulated Deficit) / Retained Earnings 374,873 (750,750 ) (375,877 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,010,039 (530,743 ) 18,479,296 Balance sheet as of June 30, 2018 (unaudited) Total Liabilities $ 7,135,244 $ 5,596,500 $ 12,731,744 Common Stock Subject to Possible Redemption 191,091,247 (5,596,500 ) 185,494,747 Common Stock 601 56 657 Additional Paid-in Capital 4,209,417 1,023,694 5,233,111 (Accumulated Deficit) / Retained Earnings 789,983 (1,023,750 ) (233,767 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,989,851 (556,157 ) 18,433,694 Balance sheet as of September 30, 2018 (unaudited) Total Liabilities $ 7,359,152 $ 7,302,750 $ 14,661,902 Common Stock Subject to Possible Redemption 191,668,896 (7,302,750 ) 184,366,146 Common Stock 603 72 675 Additional Paid-in Capital 3,631,766 2,729,928 6,361,694 (Accumulated Deficit) / Retained Earnings 1,367,632 (2,730,000 ) (1,362,368 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,974,158 (722,932 ) 18,251,226 As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2018 (audited) Total Liabilities $ 7,439,650 $ 5,733,000 $ 13,172,650 Common Stock Subject to Possible Redemption 192,392,104 (5,733,000 ) 186,659,104 Common Stock 604 56 660 Additional Paid-in Capital 2,908,557 1,160,194 4,068,751 Retained Earnings 2,090,840 (1,160,250 ) 930,590 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,960,928 (565,008 ) 18,395,920 Balance sheet as of March 31, 2019 (unaudited) Total Liabilities $ 7,387,249 $ 5,391,750 $ 12,778,999 Common Stock Subject to Possible Redemption 193,168,017 (5,391,750 ) 187,776,267 Common Stock 605 53 658 Additional Paid-in Capital 2,132,643 818,947 2,951,590 Retained Earnings 2,866,753 (819,000 ) 2,047,753 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,952,136 (528,996 ) 18,423,140 Balance sheet as of June 30, 2019 (unaudited) Total Liabilities $ 7,770,352 $ 5,391,750 $ 13,162,102 Common Stock Subject to Possible Redemption 193,586,919 (5,391,750 ) 188,195,169 Common Stock 610 53 663 Additional Paid-in Capital 1,713,736 818,947 2,532,683 Retained Earnings 3,285,655 (819,000 ) 2,466,655 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,899,782 (526,394 ) 18,373,388 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 8,134,091 $ 5,528,250 $ 13,662,341 Common Stock Subject to Possible Redemption 194,076,642 (5,528,250 ) 188,548,392 Common Stock 614 54 668 Additional Paid-in Capital 1,224,009 955,446 2,179,455 Retained Earnings 3,775,378 (955,500 ) 2,819,878 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,860,476 (537,238 ) 18,323,238 Balance sheet as of December 30, 2019 (audited) Total Liabilities $ 10,337,313 $ 7,166,250 $ 17,503,563 Common Stock Subject to Possible Redemption 181,174,585 (7,166,250 ) 174,008,335 Common Stock 638 69 707 Additional Paid-in Capital 2,542,569 2,593,431 5,136,000 (Accumulated Deficit) / Retained Earnings 2,456,794 (2,593,500 ) (136,706 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 17,501,073 (692,244 ) 16,808,829 As Previously As Reported Adjustments Restated Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 52,060,483 $ 5,023,678 $ 57,084,161 Common Stock Subject to Possible Redemption 4,541,236 (4,541,236 ) — Common Stock 660 43 703 Additional Paid-in Capital 2,892,404 (31,557 ) 2,860,847 Retained Earnings 2,106,940 (450,928 ) 1,656,012 Total Stockholders’ Equity 5,000,004 (482,442 ) 4,517,562 Number of shares subject to redemption 433,788 (433,788 ) — Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 8,359,869 $ 7,746,750 $ 16,106,619 Common Stock Subject to Possible Redemption 52,179 (52,179 ) — Common Stock 626 (4 ) 622 Additional Paid-in Capital 282,203 (282,203 ) 0.00 (Accumulated Deficit) / Retained Earnings 4,717,174 (7,412,364 ) (2,695,190 ) Total Stockholders’ Equity 5,000,003 (7,694,571 ) (2,694,568 ) Number of shares subject to redemption 5,156 (5,156 ) — Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 8,018,370 $ 3,756,000 $ 11,774,370 Common Stock Subject to Possible Redemption 270,999 (270,999 ) — Common Stock 624 (2 ) 622 Additional Paid-in Capital 63,385 (63,385 ) — (Accumulated Deficit) / Retained Earnings 4,935,997 (3,421,614 ) 1,514,383 Total Stockholders’ Equity 5,000,006 (3,485,001 ) 1,515,005 Number of shares subject to redemption 26,189 (26,189 ) — Balance sheet as of December 30, 2020 (audited) Total Liabilities $ 7,801,692 $ 6,260,000 $ 14,061,692 Common Stock Subject to Possible Redemption 52,935 (52,935 ) — Common Stock 622 — 622 Additional Paid-in Capital — — — (Accumulated Deficit) / Retained Earnings 4,999,385 (6,207,065 ) (1,207,680 ) Total Stockholders’ Equity 5,000,007 (6,207,065 ) (1,207,058 ) Number of shares subject to redemption 5,094 (5,094 ) — Statement of Operations for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,572,335 18,572,335 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,184,506 107,109 6,291,615 Basic and diluted net loss per share, Common Stock (0.01 ) (0.18 ) (0.19 ) Statement of Operations for the three months ended March 31, 2018 (unaudited) Net income (loss) $ 406,066 $ 341,250 $ 747,316 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,449,542 18,449,542 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.03 0.03 Basic and diluted weighted average shares outstanding, Common stock 5,984,320 566,138 6,550,458 Basic and diluted net (loss) income per share, Common Stock (0.02 ) 0.05 0.03 As Previously As Reported Adjustments Restated Statement of Operations for the three months ended June 30, 2018 (unaudited) Net income $ 415,110 $ (273,000 ) $ 142,110 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,479,296 18,479,296 Basic and diluted net income per share, Common stock subject to possible redemption — 0.04 0.04 Basic and diluted weighted average shares outstanding, Common stock 5,989,961 530,743 6,520,704 Basic and diluted net loss per share, Common Stock (0.05 ) (0.04 ) (0.09 ) Statement of Operations for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,464,501 18,464,501 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.08 0.08 Basic and diluted weighted average shares outstanding, Common stock 5,981,156 548,343 6,535,499 Basic and diluted net loss per share, Common Stock (0.10 ) 0.02 (0.08 ) Statement of Operations for the three months ended September 30, 2018 (unaudited) Net income (loss) $ 577,649 $ (1,706,250 ) $ (1,128,601 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,433,694 18,433,694 Basic and diluted net income per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,010,149 566,157 6,566,306 Basic and diluted net loss per share, Common Stock (0.05 ) (0.25 ) (0.30 ) Statement of Operations for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,454,119 18,454,119 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.12 Basic and diluted weighted average shares outstanding, Common stock 5,994,905 550,976 6,545,881 Basic and diluted net loss per share, Common Stock (0.14 ) (0.24 ) (0.38 ) Statement of Operations for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,402,979 18,402,979 Basic and diluted net income per share, Common stock subject to possible redemption — 0.19 0.19 Basic and diluted weighted average shares outstanding, Common stock 6,002,703 549,318 6,597,021 Basic and diluted net (loss) income per share, Common Stock (0.22 ) 0.01 (0.21 ) As Previously As Reported Adjustments Restated Statement of Operations for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,935,920 18,395,920 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.06 0.06 Basic and diluted weighted average shares outstanding, Common stock 6,039,072 565,008 6,604,080 Basic and diluted net (loss) income per share, Common Stock (0.04 ) 0.05 0.01 Statement of Operations for the three months ended June 30, 2019 (unaudited) Net income $ 418,902 $ — $ 418,902 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,123,140 18,423,140 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,047,864 528,996 6,576,860 Basic and diluted net loss per share, Common Stock (0.09 ) 0.01 (0.08 ) Statement of Operations for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,409,605 18,409,605 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.10 0.10 Basic and diluted weighted average shares outstanding, Common stock 6,043,492 546,903 6,590,395 Basic and diluted net (loss) income per share, Common Stock (0.10 ) 0.06 (0.04 ) Statement of Operations for the three months ended September 30, 2019 (unaudited) Net income $ 489,723 $ (136,500 ) $ 353,223 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,373,388 18,373,388 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,100,218 526,394 6,626,612 Basic and diluted net loss per share, Common Stock (0.08 ) (0.01 ) (0.09 ) Statement of Operations for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,397,400 18,397,400 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.15 Basic and diluted weighted average shares outstanding, Common stock 6,062,609 539,991 6,602,600 Basic and diluted net (loss) income per share, Common Stock (0.18 ) 0.05 (0.13 ) As Previously As Reported Adjustments Restated Statement of Operations for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,270,950 18,270,950 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.17 0.17 Basic and diluted weighted average shares outstanding, Common stock 6,081,996 539,297 6,621,293 Basic and diluted net loss per share, Common Stock (0.47 ) (0.16 ) (0.63 ) Statement of Operations for the three months ended March 31, 2020 (unaudited) Net income (loss) $ (349,854 ) $ 2,142,572 $ 1,792,718 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 15,885,267 15,885,267 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.01 0.01 Basic and diluted weighted average shares outstanding, Common stock 6,375,178 690,659 7,065,837 Basic and diluted net (loss) income per share, Common Stock (0.07 ) 0.31 0.24 Statement of Operations for the three months ended June 30, 2020 (unaudited) Net income $ 2,610,234 $ (1,723,072 ) $ 887,162 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,604,785 399,665 7,004,450 Basic and diluted net (loss) income per share, Common Stock 0.40 (0.27 ) 0.13 Statement of Operations for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 7,942,633 7,942,633 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,489,982 545,162 7,035,144 Basic and diluted net income per share, Common Stock 0.35 0.03 0.38 Statement of Operations for the three months ended September 30, 2020 (unaudited) Net income $ 218,823 $ 3,990,750 $ 4,209,573 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,257,127 5,156 6,262,283 Basic and diluted net income per share, Common Stock 0.03 0.64 0.67 As Previously As Reported Adjustments Restated Statement of Operations for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 5,275,764 5,275,764 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,411,797 363,846 6,775,643 Basic and diluted net income per share, Common Stock 0.39 0.63 1.02 Statement of Operations for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 4,457,537 (507,921 ) 3,949,616 Basic and diluted net income (loss) per share, Common stock subject to possible redemption 0.00 — 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,367,631 275,128 6,642,759 Basic and diluted net loss per share, Common Stock 0.38 0.27 0.65 Cash Flow Statement for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Initial classification of warrant liability — 4,572,750 4,572,750 Change in fair value of warrant liability — 1,092,000 1,092,000 Initial classification of common stock subject to redemption 190,296,100 (4,572,750 ) 185,723,350 Change in value of common stock subject to redemption (26,029 ) (1,092,000 ) (1,118,029 ) Cash Flow Statement for the three months ended March 31, 2018 (unaudited) Net income $ 406,066 $ 341,250 $ 747,316 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 406,066 341,250 747,316 Cash Flow Statement for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Change in fair value of warrant liability — (68,250 ) (68,250 ) Change in value of common stock subject to redemption 821,176 68,250 889,426 Cash Flow Statement for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Change in fair value of warrant liability — 1,638,000 1,638,000 Change in value of common stock subject to redemption 1,398,825 (1,638,000 ) (239,175 ) Cash Flow Statement for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Change in fair value of warrant liability — 68,250 68,250 Change in value of common stock subject to redemption 2,122,033 (68,250 ) 2,053,783 Cash Flow Statement for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 775,913 341,250 1,117,163 As Previously As Reported Adjustments Restated Cash Flow Statement for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 1,194,815 341,250 1,536,065 Cash Flow Statement for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Change in fair value of warrant liability — (204,750 ) (204,750 ) Change in value of common stock subject to redemption 1,684,538 204,750 1,889,288 Cash Flow Statement for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Change in fair value of warrant liability — 1,433,250 1,433,250 Change in value of common stock subject to redemption 365,954 (1,433,250 ) (1,067,296 ) Cash Flow Statement for the three months ended March 31, 2020 (unaudited) Net (loss) income $ (349,854 ) $ 2,142,572 $ 1,792,718 Change in fair value of warrant liability — (2,184,000 ) (2,184,000 ) Amortization of debt discount on convertible promissory note — 31,428 31,428 Change in value of conversion option liability — 10,000 10,000 Change in value of common stock subject to redemption (349,857 ) (4,191,379 ) (4,541,236 ) Cash Flow Statement for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Change in fair value of warrant liability — (419,500 ) (419,500 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,260,378 (3,312,557 ) (52,179 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Change in fair value of warrant liability — (4,410,250 ) (4,410,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,479,198 (3,750,197 ) (270,999 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Change in fair value of warrant liability — (1,906,250 ) (1,906,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,654,513 3,707,448 (52,935 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — |
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 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 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 The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in 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 Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash change in fair value of warrant liability on the statements of operations. 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 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. 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) 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 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, except for the Derivative Instruments (see Note 6 and 11). 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 4. — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 10.00 Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 5. — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management purchased an aggregate of 6,825,000 1.00 6,825,000 11.50 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. — RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 25,000 1,437,500 5,750,000 5,750,000 750,000 20 750,000 5,000,000 The Initial Stockholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s liquidation, the Company would pay Hydra Sponsor a monthly fee of up to $ 10,000 60,000 120,000 71,000 Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) loaned an aggregate of $ 1,000,000 The expense advancement agreement was amended to increase the total amount of advances available to the Company under the agreement by an additional $ 300,000 225,000 75,000 160,000 1.00 As of December 31, 2020, there was $ 225,000 1,000,000 460,000 The Company assessed the provisions of the Working Capital Loans under ASC 815-15 (see Note 2). The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement (see Note 11). The Modified Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 85% which was determined based on the observed success rates of business combinations for special purpose acquisition companies. The Company’s management evaluated the conversion option amounts outstanding as of December 31, 2020 and concluded that the amounts were immaterial. The following table presents the change in the fair value of conversion option: SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION Fair value as of January 1, 2020 $ — Initial measurement 220,000 Change in fair value 10,000 Elimination of conversion option upon conversion of promissory note on June 25, 2020 (230,000 ) Fair value as of December 31, 2020 $ — |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. — COMMITMENTS Forgiveness of Accounts Payable During the year ended December 31, 2020, two of the Company’s service providers forgave certain amounts due to them in connection with previously provided services. As a result, the Company recorded a forgiveness of accounts payable in the amount of $ 3,298,207 GTWY Holdings Promissory Note On December 5, 2019, the Company entered into the GTWY Expense Advancement Agreement, pursuant to which GTWY Holdings committed to provide $ 566,288 566,268 1.00 566,288 Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities), Private Placement Units (and their underlying securities) (as defined below) and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters of the Initial Public Offering are entitled to a deferred fee of three and one-half percent ( 3.5% 7,000,000 0.05 1,000,000 250,000 6,750,000 Contingent Forward Purchase Contract On December 1, 2017, the strategic investor entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with the Company to purchase, in a private placement for gross proceeds of $ 62,500,000 6,250,000 10.00 In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase 3,000,000 Service Provider Agreement From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 Holders of the Company’s common stock are entitled to one vote for each share. 750,000 6,224,268 7,067,422 0 16,808,829 Warrants th st five years The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 — INCOME TAXES The Company did not have any deferred tax assets or liabilities at December 31, 2020 and 2019. The provision for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION Year Ended 2020 2019 Federal: Current $ 244,493 $ 556,964 Deferred — (1,764 ) State and Local: Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 244,493 $ 555,200 As of December 31, 2020 and 2019, the Company did not have any of 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 determined that a valuation allowance was not required for the years ended December 31, 2020 and 2019. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2020 2019 As of December 31, 2020 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % True-ups (6.9 )% (1.2 )% Change in fair value of warrant liability (8.8 )% (58.8 )% Business Combination expenses 0.0 % 69.4 % Income tax provision 5.3 % (108.4 )% For the year ended December 31, 2020, the effective tax rate differs from the statutory tax rate primarily due to the reversal of previously recorded permanent differences for transactional expenses incurred in connection with the now terminated GTWY Holdings acquisition, as well as permanent differences attributable to the change in the fair value of the warrants. For the year ended December 31, 2019, the effective tax rate differs from the statutory tax rate due to the permanent differences recorded for transactional expenses incurred with the GTWY Holdings acquisition. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 and 2019 remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENTS Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 Liabilities: Warrant Liability – Private Warrants 3 6,260,000 7,166,250 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Private Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was determined based on the observed success rates of business combinations for special purpose acquisition companies. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input December 31, December 31, Risk-free interest rate 0.36 % 1.69 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 90.0 % Expected volatility 19.7 % 13.5 % Exercise price $ 11.50 $ 11.50 Stock Price $ 12.43 $ 10.42 Annual dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES Private Placement Fair value as of December 31, 2018 5,733,000 Change in fair value 1,433,250 Fair value as of December 31, 2019 7,166,250 Change in fair value (906,250 ) Fair value as of December 31, 2020 $ 6,260,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. — SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and as described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 27, 2021, the Panel granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital Market pursuant to an extension, subject to certain milestones, through June 1, 2021 so that the Company may seek to complete an initial business combination and regain compliance with the listing rules. If the Company does not regain compliance with the Rule by the required date, Nasdaq would delist the Company’s equity securities from the Nasdaq Capital Market. On January 31, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ensysce, and EB Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), relating to a proposed business combination transaction between the Company and Ensysce. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ensysce, with Ensysce surviving such merger as a wholly owned subsidiary of the Company and the stockholders of Ensysce becoming stockholders of the Company (the “Merger”). Ensysce’s issued and outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transaction”), be canceled and converted into the right to receive the Company’s common stock, par value $ 0.0001 per share (the “LACQ Common Stock”) calculated based on an exchange ratio of 0.06585 (the “Exchange Ratio”). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On January 31, 2021, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $ 2,000,000 On January 31, 2021, the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of all or a portion of the promissory note into warrants at a price of $ 1.00 566,288 On February 23, 2021, the Company entered into a fourth amendment to the Company’s Expense Advancement Agreement with its sponsors and strategic investor to increase the total amount of advances available to the Company under the agreement by $ 160,000 300,000 460,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 | 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 |
Derivative Instruments | Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash change in fair value of warrant liability on the statements of operations. |
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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) |
Concentration of Credit 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, except for the Derivative Instruments (see Note 6 and 11). |
Recent Accounting Standards | 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. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT | The table below summarizes the effects of the restatement on the financial statements for all periods being restated: SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT As Previously As Reported Adjustments Restated Balance sheet as of December 5, 2017 (audited) Total Liabilities $ 7,206,932 $ 4,572,750 $ 11,779,682 Common Stock Subject to Possible Redemption 190,296,100 (4,572,750 ) 185,723,350 Common Stock 672 46 718 Additional Paid-in Capital 5,004,493 (46 ) 5,004,447 Accumulated Deficit (5,161 ) — (5,161 ) Total Stockholders’ Equity 5,000,004 — 5,000,004 Number of shares subject to redemption 19,029,610 (457,275 ) 18,572,335 Balance sheet as of December 31, 2017 (audited) Total Liabilities $ 7,156,239 $ 5,664,750 $ 12,820,989 Common Stock Subject to Possible Redemption 190,270,071 (5,664,750 ) 184,605,321 Common Stock 673 57 730 Additional Paid-in Capital 5,030,521 1,091,943 6,122,464 Accumulated Deficit (31,193 ) (1,092,000 ) (1,123,193 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,015,680 (566,138 ) 18,449,542 Balance sheet as of March 31, 2018 (unaudited) Total Liabilities $ 7,197,431 $ 5,323,500 $ 12,520,931 Common Stock Subject to Possible Redemption 190,676,137 (5,323,500 ) 185,352,637 Common Stock 599 53 652 Additional Paid-in Capital 4,624,529 750,697 5,375,226 (Accumulated Deficit) / Retained Earnings 374,873 (750,750 ) (375,877 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,010,039 (530,743 ) 18,479,296 Balance sheet as of June 30, 2018 (unaudited) Total Liabilities $ 7,135,244 $ 5,596,500 $ 12,731,744 Common Stock Subject to Possible Redemption 191,091,247 (5,596,500 ) 185,494,747 Common Stock 601 56 657 Additional Paid-in Capital 4,209,417 1,023,694 5,233,111 (Accumulated Deficit) / Retained Earnings 789,983 (1,023,750 ) (233,767 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,989,851 (556,157 ) 18,433,694 Balance sheet as of September 30, 2018 (unaudited) Total Liabilities $ 7,359,152 $ 7,302,750 $ 14,661,902 Common Stock Subject to Possible Redemption 191,668,896 (7,302,750 ) 184,366,146 Common Stock 603 72 675 Additional Paid-in Capital 3,631,766 2,729,928 6,361,694 (Accumulated Deficit) / Retained Earnings 1,367,632 (2,730,000 ) (1,362,368 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,974,158 (722,932 ) 18,251,226 As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2018 (audited) Total Liabilities $ 7,439,650 $ 5,733,000 $ 13,172,650 Common Stock Subject to Possible Redemption 192,392,104 (5,733,000 ) 186,659,104 Common Stock 604 56 660 Additional Paid-in Capital 2,908,557 1,160,194 4,068,751 Retained Earnings 2,090,840 (1,160,250 ) 930,590 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,960,928 (565,008 ) 18,395,920 Balance sheet as of March 31, 2019 (unaudited) Total Liabilities $ 7,387,249 $ 5,391,750 $ 12,778,999 Common Stock Subject to Possible Redemption 193,168,017 (5,391,750 ) 187,776,267 Common Stock 605 53 658 Additional Paid-in Capital 2,132,643 818,947 2,951,590 Retained Earnings 2,866,753 (819,000 ) 2,047,753 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,952,136 (528,996 ) 18,423,140 Balance sheet as of June 30, 2019 (unaudited) Total Liabilities $ 7,770,352 $ 5,391,750 $ 13,162,102 Common Stock Subject to Possible Redemption 193,586,919 (5,391,750 ) 188,195,169 Common Stock 610 53 663 Additional Paid-in Capital 1,713,736 818,947 2,532,683 Retained Earnings 3,285,655 (819,000 ) 2,466,655 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,899,782 (526,394 ) 18,373,388 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 8,134,091 $ 5,528,250 $ 13,662,341 Common Stock Subject to Possible Redemption 194,076,642 (5,528,250 ) 188,548,392 Common Stock 614 54 668 Additional Paid-in Capital 1,224,009 955,446 2,179,455 Retained Earnings 3,775,378 (955,500 ) 2,819,878 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,860,476 (537,238 ) 18,323,238 Balance sheet as of December 30, 2019 (audited) Total Liabilities $ 10,337,313 $ 7,166,250 $ 17,503,563 Common Stock Subject to Possible Redemption 181,174,585 (7,166,250 ) 174,008,335 Common Stock 638 69 707 Additional Paid-in Capital 2,542,569 2,593,431 5,136,000 (Accumulated Deficit) / Retained Earnings 2,456,794 (2,593,500 ) (136,706 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 17,501,073 (692,244 ) 16,808,829 As Previously As Reported Adjustments Restated Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 52,060,483 $ 5,023,678 $ 57,084,161 Common Stock Subject to Possible Redemption 4,541,236 (4,541,236 ) — Common Stock 660 43 703 Additional Paid-in Capital 2,892,404 (31,557 ) 2,860,847 Retained Earnings 2,106,940 (450,928 ) 1,656,012 Total Stockholders’ Equity 5,000,004 (482,442 ) 4,517,562 Number of shares subject to redemption 433,788 (433,788 ) — Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 8,359,869 $ 7,746,750 $ 16,106,619 Common Stock Subject to Possible Redemption 52,179 (52,179 ) — Common Stock 626 (4 ) 622 Additional Paid-in Capital 282,203 (282,203 ) 0.00 (Accumulated Deficit) / Retained Earnings 4,717,174 (7,412,364 ) (2,695,190 ) Total Stockholders’ Equity 5,000,003 (7,694,571 ) (2,694,568 ) Number of shares subject to redemption 5,156 (5,156 ) — Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 8,018,370 $ 3,756,000 $ 11,774,370 Common Stock Subject to Possible Redemption 270,999 (270,999 ) — Common Stock 624 (2 ) 622 Additional Paid-in Capital 63,385 (63,385 ) — (Accumulated Deficit) / Retained Earnings 4,935,997 (3,421,614 ) 1,514,383 Total Stockholders’ Equity 5,000,006 (3,485,001 ) 1,515,005 Number of shares subject to redemption 26,189 (26,189 ) — Balance sheet as of December 30, 2020 (audited) Total Liabilities $ 7,801,692 $ 6,260,000 $ 14,061,692 Common Stock Subject to Possible Redemption 52,935 (52,935 ) — Common Stock 622 — 622 Additional Paid-in Capital — — — (Accumulated Deficit) / Retained Earnings 4,999,385 (6,207,065 ) (1,207,680 ) Total Stockholders’ Equity 5,000,007 (6,207,065 ) (1,207,058 ) Number of shares subject to redemption 5,094 (5,094 ) — Statement of Operations for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,572,335 18,572,335 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,184,506 107,109 6,291,615 Basic and diluted net loss per share, Common Stock (0.01 ) (0.18 ) (0.19 ) Statement of Operations for the three months ended March 31, 2018 (unaudited) Net income (loss) $ 406,066 $ 341,250 $ 747,316 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,449,542 18,449,542 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.03 0.03 Basic and diluted weighted average shares outstanding, Common stock 5,984,320 566,138 6,550,458 Basic and diluted net (loss) income per share, Common Stock (0.02 ) 0.05 0.03 As Previously As Reported Adjustments Restated Statement of Operations for the three months ended June 30, 2018 (unaudited) Net income $ 415,110 $ (273,000 ) $ 142,110 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,479,296 18,479,296 Basic and diluted net income per share, Common stock subject to possible redemption — 0.04 0.04 Basic and diluted weighted average shares outstanding, Common stock 5,989,961 530,743 6,520,704 Basic and diluted net loss per share, Common Stock (0.05 ) (0.04 ) (0.09 ) Statement of Operations for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,464,501 18,464,501 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.08 0.08 Basic and diluted weighted average shares outstanding, Common stock 5,981,156 548,343 6,535,499 Basic and diluted net loss per share, Common Stock (0.10 ) 0.02 (0.08 ) Statement of Operations for the three months ended September 30, 2018 (unaudited) Net income (loss) $ 577,649 $ (1,706,250 ) $ (1,128,601 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,433,694 18,433,694 Basic and diluted net income per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,010,149 566,157 6,566,306 Basic and diluted net loss per share, Common Stock (0.05 ) (0.25 ) (0.30 ) Statement of Operations for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,454,119 18,454,119 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.12 Basic and diluted weighted average shares outstanding, Common stock 5,994,905 550,976 6,545,881 Basic and diluted net loss per share, Common Stock (0.14 ) (0.24 ) (0.38 ) Statement of Operations for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,402,979 18,402,979 Basic and diluted net income per share, Common stock subject to possible redemption — 0.19 0.19 Basic and diluted weighted average shares outstanding, Common stock 6,002,703 549,318 6,597,021 Basic and diluted net (loss) income per share, Common Stock (0.22 ) 0.01 (0.21 ) As Previously As Reported Adjustments Restated Statement of Operations for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,935,920 18,395,920 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.06 0.06 Basic and diluted weighted average shares outstanding, Common stock 6,039,072 565,008 6,604,080 Basic and diluted net (loss) income per share, Common Stock (0.04 ) 0.05 0.01 Statement of Operations for the three months ended June 30, 2019 (unaudited) Net income $ 418,902 $ — $ 418,902 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,123,140 18,423,140 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,047,864 528,996 6,576,860 Basic and diluted net loss per share, Common Stock (0.09 ) 0.01 (0.08 ) Statement of Operations for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,409,605 18,409,605 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.10 0.10 Basic and diluted weighted average shares outstanding, Common stock 6,043,492 546,903 6,590,395 Basic and diluted net (loss) income per share, Common Stock (0.10 ) 0.06 (0.04 ) Statement of Operations for the three months ended September 30, 2019 (unaudited) Net income $ 489,723 $ (136,500 ) $ 353,223 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,373,388 18,373,388 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,100,218 526,394 6,626,612 Basic and diluted net loss per share, Common Stock (0.08 ) (0.01 ) (0.09 ) Statement of Operations for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,397,400 18,397,400 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.15 Basic and diluted weighted average shares outstanding, Common stock 6,062,609 539,991 6,602,600 Basic and diluted net (loss) income per share, Common Stock (0.18 ) 0.05 (0.13 ) As Previously As Reported Adjustments Restated Statement of Operations for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,270,950 18,270,950 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.17 0.17 Basic and diluted weighted average shares outstanding, Common stock 6,081,996 539,297 6,621,293 Basic and diluted net loss per share, Common Stock (0.47 ) (0.16 ) (0.63 ) Statement of Operations for the three months ended March 31, 2020 (unaudited) Net income (loss) $ (349,854 ) $ 2,142,572 $ 1,792,718 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 15,885,267 15,885,267 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.01 0.01 Basic and diluted weighted average shares outstanding, Common stock 6,375,178 690,659 7,065,837 Basic and diluted net (loss) income per share, Common Stock (0.07 ) 0.31 0.24 Statement of Operations for the three months ended June 30, 2020 (unaudited) Net income $ 2,610,234 $ (1,723,072 ) $ 887,162 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,604,785 399,665 7,004,450 Basic and diluted net (loss) income per share, Common Stock 0.40 (0.27 ) 0.13 Statement of Operations for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 7,942,633 7,942,633 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,489,982 545,162 7,035,144 Basic and diluted net income per share, Common Stock 0.35 0.03 0.38 Statement of Operations for the three months ended September 30, 2020 (unaudited) Net income $ 218,823 $ 3,990,750 $ 4,209,573 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,257,127 5,156 6,262,283 Basic and diluted net income per share, Common Stock 0.03 0.64 0.67 As Previously As Reported Adjustments Restated Statement of Operations for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 5,275,764 5,275,764 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,411,797 363,846 6,775,643 Basic and diluted net income per share, Common Stock 0.39 0.63 1.02 Statement of Operations for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 4,457,537 (507,921 ) 3,949,616 Basic and diluted net income (loss) per share, Common stock subject to possible redemption 0.00 — 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,367,631 275,128 6,642,759 Basic and diluted net loss per share, Common Stock 0.38 0.27 0.65 Cash Flow Statement for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Initial classification of warrant liability — 4,572,750 4,572,750 Change in fair value of warrant liability — 1,092,000 1,092,000 Initial classification of common stock subject to redemption 190,296,100 (4,572,750 ) 185,723,350 Change in value of common stock subject to redemption (26,029 ) (1,092,000 ) (1,118,029 ) Cash Flow Statement for the three months ended March 31, 2018 (unaudited) Net income $ 406,066 $ 341,250 $ 747,316 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 406,066 341,250 747,316 Cash Flow Statement for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Change in fair value of warrant liability — (68,250 ) (68,250 ) Change in value of common stock subject to redemption 821,176 68,250 889,426 Cash Flow Statement for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Change in fair value of warrant liability — 1,638,000 1,638,000 Change in value of common stock subject to redemption 1,398,825 (1,638,000 ) (239,175 ) Cash Flow Statement for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Change in fair value of warrant liability — 68,250 68,250 Change in value of common stock subject to redemption 2,122,033 (68,250 ) 2,053,783 Cash Flow Statement for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 775,913 341,250 1,117,163 As Previously As Reported Adjustments Restated Cash Flow Statement for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 1,194,815 341,250 1,536,065 Cash Flow Statement for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Change in fair value of warrant liability — (204,750 ) (204,750 ) Change in value of common stock subject to redemption 1,684,538 204,750 1,889,288 Cash Flow Statement for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Change in fair value of warrant liability — 1,433,250 1,433,250 Change in value of common stock subject to redemption 365,954 (1,433,250 ) (1,067,296 ) Cash Flow Statement for the three months ended March 31, 2020 (unaudited) Net (loss) income $ (349,854 ) $ 2,142,572 $ 1,792,718 Change in fair value of warrant liability — (2,184,000 ) (2,184,000 ) Amortization of debt discount on convertible promissory note — 31,428 31,428 Change in value of conversion option liability — 10,000 10,000 Change in value of common stock subject to redemption (349,857 ) (4,191,379 ) (4,541,236 ) Cash Flow Statement for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Change in fair value of warrant liability — (419,500 ) (419,500 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,260,378 (3,312,557 ) (52,179 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Change in fair value of warrant liability — (4,410,250 ) (4,410,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,479,198 (3,750,197 ) (270,999 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Change in fair value of warrant liability — (1,906,250 ) (1,906,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,654,513 3,707,448 (52,935 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION | The following table presents the change in the fair value of conversion option: SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION Fair value as of January 1, 2020 $ — Initial measurement 220,000 Change in fair value 10,000 Elimination of conversion option upon conversion of promissory note on June 25, 2020 (230,000 ) Fair value as of December 31, 2020 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION | The provision for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION Year Ended 2020 2019 Federal: Current $ 244,493 $ 556,964 Deferred — (1,764 ) State and Local: Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 244,493 $ 555,200 |
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2020 2019 As of December 31, 2020 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % True-ups (6.9 )% (1.2 )% Change in fair value of warrant liability (8.8 )% (58.8 )% Business Combination expenses 0.0 % 69.4 % Income tax provision 5.3 % (108.4 )% |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENTS Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 Liabilities: Warrant Liability – Private Warrants 3 6,260,000 7,166,250 |
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input December 31, December 31, Risk-free interest rate 0.36 % 1.69 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 90.0 % Expected volatility 19.7 % 13.5 % Exercise price $ 11.50 $ 11.50 Stock Price $ 12.43 $ 10.42 Annual dividend yield 0.00 % 0.00 % |
SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES | The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES Private Placement Fair value as of December 31, 2018 5,733,000 Change in fair value 1,433,250 Fair value as of December 31, 2019 7,166,250 Change in fair value (906,250 ) Fair value as of December 31, 2020 $ 6,260,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Jun. 30, 2021 | Nov. 24, 2020 | Jun. 26, 2020 | Mar. 31, 2020 | Mar. 26, 2020 | Mar. 04, 2020 | Feb. 04, 2020 | Jan. 15, 2020 | Jan. 03, 2020 | Dec. 05, 2019 | Dec. 05, 2019 | Nov. 26, 2019 | Dec. 05, 2017 | Dec. 05, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2020 | Apr. 02, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Entity incorporation, date | Sep. 11, 2017 | |||||||||||||||||
Transaction costs | $ 11,548,735 | |||||||||||||||||
Underwriting fees | 4,000,000 | |||||||||||||||||
Deferred underwriting fees | 7,000,000 | |||||||||||||||||
Offering cost | $ 548,735 | |||||||||||||||||
Minimum percentage of trust account required for business combination | 80.00% | |||||||||||||||||
Percentage of outstanding voting securities | 50.00% | |||||||||||||||||
Pro rata interest earned on funds held in trust account | $ 10 | |||||||||||||||||
Amount of threshold tangible assets | $ 5,000,001 | |||||||||||||||||
Stockholders elected to redeem aggregate of shares of common stock | 38,015 | 776,290 | 16,837,678 | 1,123,749 | ||||||||||||||
Aggregate of amount released from company's trust account to pay such stockholders | $ 393,380 | $ 8,099,292 | $ 176,283,492 | $ 11,583,473 | ||||||||||||||
Aggregate of amount per share released from company's trust account to pay such stockholders | $ 10.34 | $ 10.43 | $ 10.47 | $ 10.31 | ||||||||||||||
Contribution price per share | $ 10 | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||
Aggregate contribution amount deposited into trust account | $ 2,265,150 | $ 2,265,150 | $ 2,265,150 | $ 2,265,150 | ||||||||||||||
Redemption of common stock | $ 136,283,492 | 184,776,163 | $ 11,583,473 | |||||||||||||||
Due to officers or stockholders, current | $ 40,000,000 | |||||||||||||||||
Cash | 49,202 | 1,061,151 | ||||||||||||||||
Cash and marketable securities held in Trust Account | 12,628,170 | $ 195,312,177 | ||||||||||||||||
Working capital deficit | 127,869 | |||||||||||||||||
Prepaid income and franchise taxes | $ 93,929 | |||||||||||||||||
GTWY Expense Advance Agreement [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Fund contributions to trust account | $ 566,288 | |||||||||||||||||
Expense Advancement Agreement [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Proceeds from Unsecured Notes Payable | $ 1,000,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 11.50 | |||||||||||||||
Warrants to purchase common stock | 1,000,001 | |||||||||||||||||
Amount available for drawdown | $ 75,000 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Business combination, description | The Company has until June 30, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering. | |||||||||||||||||
Percentage of redemption of company's outstanding public shares | 100.00% | |||||||||||||||||
Maximum additonal fund for liquidation expenses paid | $ 75,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Number of units issued in transaction | 20,000,000 | 20,000,000 | ||||||||||||||||
Gross proceeds from issuance offering | $ 200,000,000 | |||||||||||||||||
Net proceeds from issuance equity held in trust account | $ 200,000,000 | |||||||||||||||||
Value of shares issued in private placement | $ 10 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | ||||||||||||||||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Number of units issued in transaction | 6,825,000 | 6,825,000 | ||||||||||||||||
Unit price of shares issued | $ 1 | $ 1 | ||||||||||||||||
Proceeds from issuance of warrant private placement | $ 6,825,000 | $ 6,825,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 |
SUMMARY OF EFFECTS ON RESTATEME
SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 05, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||||
Total Liabilities | $ 11,774,370 | $ 16,106,619 | $ 57,084,161 | $ 13,662,341 | $ 13,162,102 | $ 12,778,999 | $ 14,661,902 | $ 12,731,744 | $ 12,520,931 | $ 12,820,989 | $ 16,106,619 | $ 13,162,102 | $ 12,731,744 | $ 11,774,370 | $ 13,662,341 | $ 14,661,902 | $ 14,061,692 | $ 17,503,563 | $ 13,172,650 | $ 11,779,682 |
Common Stock Subject to Possible Redemption | 188,548,392 | 188,195,169 | 187,776,267 | 184,366,146 | 185,494,747 | 185,352,637 | 184,605,321 | 188,195,169 | 185,494,747 | 188,548,392 | 184,366,146 | 174,008,335 | 186,659,104 | 185,723,350 | ||||||
Common Stock | 622 | 622 | 703 | 668 | 663 | 658 | 675 | 657 | 652 | 730 | 622 | 663 | 657 | 622 | 668 | 675 | 622 | 707 | 660 | 718 |
Additional Paid-in Capital | 0 | 2,860,847 | 2,179,455 | 2,532,683 | 2,951,590 | 6,361,694 | 5,233,111 | 5,375,226 | 6,122,464 | 0 | 2,532,683 | 5,233,111 | 2,179,455 | 6,361,694 | 5,136,000 | 4,068,751 | 5,004,447 | |||
Accumulated Deficit | 1,514,383 | (2,695,190) | 1,656,012 | 2,819,878 | 2,466,655 | 2,047,753 | (1,362,368) | (233,767) | (375,877) | (1,123,193) | (2,695,190) | 2,466,655 | (233,767) | 1,514,383 | 2,819,878 | (1,362,368) | (1,207,680) | (136,706) | 930,590 | (5,161) |
Total Stockholders' Equity | $ 1,515,005 | $ (2,694,568) | $ 4,517,562 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ (2,694,568) | $ 5,000,001 | $ 5,000,001 | $ 1,515,005 | $ 5,000,001 | $ 5,000,001 | $ (1,207,058) | $ 5,000,001 | $ 5,000,001 | $ 5,000,004 |
Number of shares subject to redemption | 18,323,238 | 18,373,388 | 18,423,140 | 18,251,226 | 18,433,694 | 18,479,296 | 18,449,542 | 18,373,388 | 18,433,694 | 18,323,238 | 18,251,226 | 0 | 16,808,829 | 18,395,920 | 18,572,335 | |||||
Net income (loss) | $ 4,209,573 | $ 887,162 | $ 1,792,718 | $ 353,223 | $ 418,902 | $ 1,117,163 | $ (1,128,601) | $ 142,110 | $ 747,316 | $ (1,123,193) | $ 2,679,880 | $ 1,536,065 | $ 889,426 | $ 6,889,453 | $ 1,889,288 | $ (239,175) | $ 4,310,769 | $ (1,067,296) | $ 2,053,783 | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 15,885,267 | 18,373,388 | 18,423,140 | 18,395,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | 3,949,616 | 18,270,950 | 18,402,979 | |||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.04 | $ 0.03 | $ 0 | $ 0 | $ 0.10 | $ 0.08 | $ 0 | $ 0.15 | $ 0.12 | $ 0 | $ 0.17 | $ 0.19 | |||
Basic and diluted weighted average shares outstanding, Common stock | 6,262,283 | 7,004,450 | 7,065,837 | 6,626,612 | 6,576,860 | 6,604,080 | 6,566,306 | 6,520,704 | 6,550,458 | 6,291,615 | 7,035,144 | 6,590,395 | 6,535,499 | 6,775,643 | 6,602,600 | 6,545,881 | 6,642,759 | 6,621,293 | 6,597,021 | |
Basic and diluted net loss per share, Common Stock | $ 0.67 | $ 0.13 | $ 0.24 | $ (0.09) | $ (0.08) | $ 0.01 | $ (0.30) | $ (0.09) | $ 0.03 | $ (0.19) | $ 0.38 | $ (0.04) | $ (0.08) | $ 1.02 | $ (0.13) | $ (0.38) | $ 0.65 | $ (0.63) | $ (0.21) | |
Initial classification of warrant liability | $ 4,572,750 | |||||||||||||||||||
Gain (loss) on warrant liability | $ (2,184,000) | $ (341,250) | $ (341,250) | 1,092,000 | $ (419,500) | $ (341,250) | $ (68,250) | $ (4,410,250) | $ (204,750) | $ (1,906,250) | $ 1,433,250 | $ 68,250 | ||||||||
Initial classification of common stock subject to redemption | 185,723,350 | |||||||||||||||||||
Change in value of common stock subject to redemption | (4,541,236) | 1,117,163 | 747,316 | (1,118,029) | (52,179) | 1,536,065 | 889,426 | (270,999) | 1,889,288 | $ (239,175) | (52,935) | (1,067,296) | 2,053,783 | |||||||
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | 220,000 | ||||||||||||||||
Change in value of conversion option liability | 10,000 | (220,000) | (220,000) | (220,000) | ||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | ||||||||||||||||||||
Previously Reported [Member] | ||||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||||
Total Liabilities | $ 8,018,370 | $ 8,359,869 | 52,060,483 | $ 8,134,091 | $ 7,770,352 | 7,387,249 | $ 7,359,152 | $ 7,135,244 | 7,197,431 | 7,156,239 | 8,359,869 | 7,770,352 | 7,135,244 | 8,018,370 | 8,134,091 | 7,359,152 | 7,801,692 | 10,337,313 | 7,439,650 | $ 7,206,932 |
Common Stock Subject to Possible Redemption | 270,999 | 52,179 | 4,541,236 | 194,076,642 | 193,586,919 | 193,168,017 | 191,668,896 | 191,091,247 | 190,676,137 | 190,270,071 | 52,179 | 193,586,919 | 191,091,247 | 270,999 | 194,076,642 | 191,668,896 | 52,935 | 181,174,585 | 192,392,104 | 190,296,100 |
Common Stock | 624 | 626 | 660 | 614 | 610 | 605 | 603 | 601 | 599 | 673 | 626 | 610 | 601 | 624 | 614 | 603 | 622 | 638 | 604 | 672 |
Additional Paid-in Capital | 63,385 | 282,203 | 2,892,404 | 1,224,009 | 1,713,736 | 2,132,643 | 3,631,766 | 4,209,417 | 4,624,529 | 5,030,521 | 282,203 | 1,713,736 | 4,209,417 | 63,385 | 1,224,009 | 3,631,766 | 2,542,569 | 2,908,557 | 5,004,493 | |
Accumulated Deficit | 4,935,997 | 4,717,174 | 2,106,940 | 3,775,378 | 3,285,655 | 2,866,753 | 1,367,632 | 789,983 | 374,873 | (31,193) | 4,717,174 | 3,285,655 | 789,983 | 4,935,997 | 3,775,378 | 1,367,632 | 4,999,385 | 2,456,794 | 2,090,840 | (5,161) |
Total Stockholders' Equity | $ 5,000,006 | $ 5,000,003 | $ 5,000,004 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,003 | $ 5,000,001 | $ 5,000,001 | $ 5,000,006 | $ 5,000,001 | $ 5,000,001 | $ 5,000,007 | $ 5,000,001 | $ 5,000,001 | $ 5,000,004 |
Number of shares subject to redemption | 26,189 | 5,156 | 433,788 | 18,860,476 | 18,899,782 | 18,952,136 | 18,974,158 | 18,989,851 | 19,010,039 | 19,015,680 | 5,156 | 18,899,782 | 18,989,851 | 26,189 | 18,860,476 | 18,974,158 | 5,094 | 17,501,073 | 18,960,928 | 19,029,610 |
Net income (loss) | $ 218,823 | $ 2,610,234 | $ (349,854) | $ 489,723 | $ 418,902 | $ 775,913 | $ 577,649 | $ 415,110 | $ 406,066 | $ (31,193) | $ 2,260,380 | $ 1,194,815 | $ 821,176 | $ 2,479,203 | $ 1,684,538 | $ 1,398,825 | $ 2,404,519 | $ 365,954 | $ 2,122,033 | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 4,457,537 | |||||||||||||||||||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0 | |||||||||||||||||||
Basic and diluted weighted average shares outstanding, Common stock | 6,257,127 | 6,604,785 | 6,375,178 | 6,100,218 | 6,047,864 | 6,039,072 | 6,010,149 | 5,989,961 | 5,984,320 | 6,184,506 | 6,489,982 | 6,043,492 | 5,981,156 | 6,411,797 | 6,062,609 | 5,994,905 | 6,367,631 | 6,081,996 | 6,002,703 | |
Basic and diluted net loss per share, Common Stock | $ 0.03 | $ 0.40 | $ (0.07) | $ (0.08) | $ (0.09) | $ (0.04) | $ (0.05) | $ (0.05) | $ (0.02) | $ (0.01) | $ 0.35 | $ (0.10) | $ (0.10) | $ 0.39 | $ (0.18) | $ (0.14) | $ 0.38 | $ (0.47) | $ (0.22) | |
Initial classification of warrant liability | ||||||||||||||||||||
Gain (loss) on warrant liability | ||||||||||||||||||||
Initial classification of common stock subject to redemption | 190,296,100 | |||||||||||||||||||
Change in value of common stock subject to redemption | (349,857) | 775,913 | 406,066 | (26,029) | 3,260,378 | 1,194,815 | 821,176 | 3,479,198 | 1,684,538 | 1,398,825 | 3,654,513 | 365,954 | 2,122,033 | |||||||
Amortization of debt discount on convertible promissory note | ||||||||||||||||||||
Change in value of conversion option liability | ||||||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||||
Total Liabilities | $ 3,756,000 | $ 7,746,750 | 5,023,678 | $ 5,528,250 | $ 5,391,750 | 5,391,750 | $ 7,302,750 | $ 5,596,500 | 5,323,500 | 5,664,750 | 7,746,750 | 5,391,750 | 5,596,500 | 3,756,000 | 5,528,250 | 7,302,750 | 6,260,000 | 7,166,250 | 5,733,000 | $ 4,572,750 |
Common Stock Subject to Possible Redemption | (270,999) | (52,179) | (4,541,236) | (5,528,250) | (5,391,750) | (5,391,750) | (7,302,750) | (5,596,500) | (5,323,500) | (5,664,750) | (52,179) | (5,391,750) | (5,596,500) | (270,999) | (5,528,250) | (7,302,750) | (52,935) | (7,166,250) | (5,733,000) | (4,572,750) |
Common Stock | (2) | (4) | 43 | 54 | 53 | 53 | 72 | 56 | 53 | 57 | (4) | 53 | 56 | (2) | 54 | 72 | 69 | 56 | 46 | |
Additional Paid-in Capital | (63,385) | (282,203) | (31,557) | 955,446 | 818,947 | 818,947 | 2,729,928 | 1,023,694 | 750,697 | 1,091,943 | (282,203) | 818,947 | 1,023,694 | (63,385) | 955,446 | 2,729,928 | 2,593,431 | 1,160,194 | (46) | |
Accumulated Deficit | (3,421,614) | (7,412,364) | (450,928) | (955,500) | (819,000) | (819,000) | (2,730,000) | (1,023,750) | (750,750) | (1,092,000) | (7,412,364) | (819,000) | (1,023,750) | (3,421,614) | (955,500) | (2,730,000) | (6,207,065) | (2,593,500) | (1,160,250) | |
Total Stockholders' Equity | $ (3,485,001) | $ (7,694,571) | $ (482,442) | $ (7,694,571) | $ (3,485,001) | $ (6,207,065) | ||||||||||||||
Number of shares subject to redemption | (26,189) | (5,156) | (433,788) | (537,238) | (526,394) | (528,996) | (722,932) | (556,157) | (530,743) | (566,138) | (5,156) | (526,394) | (556,157) | (26,189) | (537,238) | (722,932) | (5,094) | (692,244) | (565,008) | (457,275) |
Net income (loss) | $ 3,990,750 | $ (1,723,072) | $ 2,142,572 | $ (136,500) | $ 341,250 | $ (1,706,250) | $ (273,000) | $ 341,250 | $ (1,092,000) | $ 419,500 | $ 341,250 | $ 68,250 | $ 4,410,250 | $ 204,750 | $ (1,638,000) | $ 1,906,250 | $ (1,433,250) | $ (68,250) | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 15,885,267 | 18,373,388 | 18,123,140 | 18,935,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | (507,921) | 18,270,950 | 18,402,979 | |||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.04 | $ 0.03 | $ 0 | $ 0 | $ 0.10 | $ 0.08 | $ 0 | $ 0.15 | $ 0.15 | $ 0.17 | $ 0.19 | ||||
Basic and diluted weighted average shares outstanding, Common stock | 5,156 | 399,665 | 690,659 | 526,394 | 528,996 | 565,008 | 566,157 | 530,743 | 566,138 | 107,109 | 545,162 | 546,903 | 548,343 | 363,846 | 539,991 | 550,976 | 275,128 | 539,297 | 549,318 | |
Basic and diluted net loss per share, Common Stock | $ 0.64 | $ (0.27) | $ 0.31 | $ (0.01) | $ 0.01 | $ 0.05 | $ (0.25) | $ (0.04) | $ 0.05 | $ (0.18) | $ 0.03 | $ 0.06 | $ 0.02 | $ 0.63 | $ 0.05 | $ (0.24) | $ 0.27 | $ (0.16) | $ 0.01 | |
Initial classification of warrant liability | $ 4,572,750 | |||||||||||||||||||
Gain (loss) on warrant liability | $ (2,184,000) | $ (341,250) | $ (341,250) | 1,092,000 | $ (419,500) | $ (341,250) | $ (68,250) | $ (4,410,250) | $ (204,750) | $ 1,638,000 | $ (1,906,250) | $ 1,433,250 | $ 68,250 | |||||||
Initial classification of common stock subject to redemption | (4,572,750) | |||||||||||||||||||
Change in value of common stock subject to redemption | (4,191,379) | $ 341,250 | $ 341,250 | $ (1,092,000) | (3,312,557) | $ 341,250 | $ 68,250 | (3,750,197) | $ 204,750 | $ (1,638,000) | 3,707,448 | $ (1,433,250) | $ (68,250) | |||||||
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | 220,000 | ||||||||||||||||
Change in value of conversion option liability | $ 10,000 | (220,000) | (220,000) | (220,000) | ||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | $ (1,000,000) | $ (1,000,000) | $ (1,000,000) |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - Maximum [Member] | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 50.00% |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||||||||||||||||
Interest earned on marketable securities held in Trust Account | $ 3,784,472 | ||||||||||||||||||
Less: interest available to be withdrawn for payment of taxes | (672,550) | ||||||||||||||||||
Net income | $ 3,111,922 | ||||||||||||||||||
Basic and diluted weighted average shares outstanding | 15,885,267 | 18,373,388 | 18,423,140 | 18,395,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | 3,949,616 | 18,270,950 | 18,402,979 | ||
Basic and diluted net income per share | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.04 | $ 0.03 | $ 0 | $ 0 | $ 0.10 | $ 0.08 | $ 0 | $ 0.15 | $ 0.12 | $ 0 | $ 0.17 | $ 0.19 | ||
Net loss | $ 4,310,769 | $ (1,067,296) | |||||||||||||||||
Less: Net income allocable to Common stock subject to possible redemption | (3,239,823) | ||||||||||||||||||
Non-Redeemable Net Income (Loss) | $ 4,309,136 | $ (4,307,119) | |||||||||||||||||
Basic and diluted weighted average shares outstanding | 6,262,283 | 7,004,450 | 7,065,837 | 6,626,612 | 6,576,860 | 6,604,080 | 6,566,306 | 6,520,704 | 6,550,458 | 6,291,615 | 7,035,144 | 6,590,395 | 6,535,499 | 6,775,643 | 6,602,600 | 6,545,881 | 6,642,759 | 6,621,293 | 6,597,021 |
Basic and diluted net income (loss) per share | $ 0.67 | $ 0.13 | $ 0.24 | $ (0.09) | $ (0.08) | $ 0.01 | $ (0.30) | $ (0.09) | $ 0.03 | $ (0.19) | $ 0.38 | $ (0.04) | $ (0.08) | $ 1.02 | $ (0.13) | $ (0.38) | $ 0.65 | $ (0.63) | $ (0.21) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Interest income from trust account | $ 326,352 | $ 836,205 |
Antidilutive Securities earnings per share, amount | 17,825,001 | |
Federal depository insurance coverage | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member] - $ / shares | Dec. 05, 2017 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 20,000,000 | 20,000,000 |
Unit price | $ 10 | |
Public warrant description | Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 8). | |
Warrant exercise price | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 05, 2017 | Dec. 05, 2017 | Dec. 31, 2020 |
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price | $ 0.01 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | |
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued in transaction | 6,825,000 | 6,825,000 | |
Exercise price | $ 1 | $ 1 | |
Proceeds from issuance of warrant private placement | $ 6,825,000 | $ 6,825,000 |
SCHEDULE OF CHANGE IN THE FAIR
SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transactions [Abstract] | |
Fair value as of January 1, 2020 | |
Initial measurement | 220,000 |
Change in fair value | 10,000 |
Elimination of conversion option upon conversion of promissory note on June 25, 2020 | (230,000) |
Fair value as of December 31, 2020 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 10, 2021 | Feb. 23, 2021 | Feb. 01, 2021 | Jun. 30, 2020 | Jun. 25, 2020 | Jan. 15, 2018 | Dec. 05, 2017 | Dec. 01, 2017 | Sep. 11, 2017 | Nov. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 15, 2020 |
Related Party Transaction [Line Items] | ||||||||||||||
Description of expense advancement agreement | The expense advancement agreement was amended to increase the total amount of advances available to the Company under the agreement by an additional $300,000, of which the Company drew down $225,000 pursuant to promissory notes issued in October and November 2020 and $75,000 remained available for drawdown as of December 31, 2020 which was drawn down on February 1, 2021. | |||||||||||||
Proceeds from Related Party Debt | $ 1,225,000 | |||||||||||||
Aggregate working capital loans. | $ 225,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Exercise price | $ 0.01 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate working capital loans. | $ 460,000 | |||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from Related Party Debt | $ 225,000 | $ 300,000 | ||||||||||||
Administrative Services Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from Related Party Debt | $ 160,000 | $ 75,000 | ||||||||||||
Expense Advancement Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Exercise price | $ 11.50 | $ 1 | $ 1 | |||||||||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 71,000 | |||||||||||||
Loan amount | $ 1,000,000 | |||||||||||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | Warrant [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000,000 | |||||||||||||
Sponsors [Member] | Administrative Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payment for administrative fees | $ 10,000 | |||||||||||||
Administrative fees | $ 60,000 | $ 120,000 | ||||||||||||
Sponsors [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of units issued in transaction | 7,187,500 | |||||||||||||
Purchase price of shares issued | $ 25,000 | |||||||||||||
Maximum shares subject to forfeited | 1,437,500 | |||||||||||||
Number of shares outstanding | 5,750,000 | |||||||||||||
Percentage of issued and outstanding shares | 20.00% | |||||||||||||
Description of initial stockholders | (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. | |||||||||||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares outstanding | 5,000,000 | |||||||||||||
Number of shares subject to forfeited, shares | 750,000 | |||||||||||||
Underwriters [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares subject to forfeited, shares | 750,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 31, 2021 | Nov. 23, 2020 | Dec. 05, 2019 | Dec. 01, 2017 | Dec. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2017 |
Entity Listings [Line Items] | ||||||||
Forgiveness of accounts payable | $ 3,298,207 | |||||||
Deferred underwriting fee payable | $ 6,750,000 | $ 7,000,000 | ||||||
Strategic investor subscription agreement, description | In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase | |||||||
Private Placement [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Warrant exercise price | $ 11.50 | |||||||
Warrant [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Warrant exercise price | $ 0.01 | |||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Warrant exercise price | $ 1 | |||||||
Conversion of stock, shares converted | 566,288 | |||||||
Gateway Promissory Note [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Promissory note | $ 566,268 | |||||||
GTWY Expense Advance Agreement [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Fund contributions to trust account | $ 566,288 | |||||||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Description of underwriting | The underwriters of the Initial Public Offering are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. | |||||||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | Underwriters [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Percentage of deferred fees | 3.50% | |||||||
Proceeds from underwriter option | $ 7,000,000 | |||||||
Deferred fees Per share value | $ 0.05 | |||||||
Deferred fees | $ 250,000 | $ 1,000,000 | ||||||
Deferred underwriting fee payable | $ 6,750,000 | |||||||
Contingent Forward Purchase Contract [Member] | HG Vora [Member] | Private Placement [Member] | ||||||||
Entity Listings [Line Items] | ||||||||
Proceeds from sale of Private Placement Warrants | $ 62,500,000 | |||||||
Number of units issued in transaction | 6,250,000 | |||||||
Unit price (in dollars per unit) | $ 10 | $ 10 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jan. 15, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, rights | Holders of the Company’s common stock are entitled to one vote for each share. | ||
Common stock, issued | 6,224,268 | 7,067,422 | |
Common stock, outstanding | 6,224,268 | 7,067,422 | |
Common stock subject to possible redemption,at redemption value | 0 | 16,808,829 | |
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant term | 5 years | ||
Warrant exercise price | $ 0.01 | ||
Description of sale price of common stock | Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders | ||
Over-Allotment Option [Member] | Founder Shares [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares subject to forfeited | 750,000 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 244,493 | $ 556,964 |
Deferred | (1,764) | |
Current | ||
Deferred | ||
Change in valuation allowance | ||
Income tax provision | $ 244,493 | $ 555,200 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
True-ups | (6.90%) | (1.20%) |
Change in fair value of warrant liability | (8.80%) | (58.80%) |
Business Combination expenses | 0.00% | 69.40% |
Income tax provision | 5.30% | (108.40%) |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 12,628,170 | $ 195,312,177 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability Private Warrants | $ 6,260,000 | $ 7,166,250 |
SCHEDULE OF BLACK SCHOLES OPTIO
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS (Details) - Private Warrants [Member] | Dec. 31, 2020 | Dec. 31, 2019 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.36 | 1.69 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years |
Measurement Input Probability Of Business Combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 30 | 90 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 19.7 | 13.5 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 12.43 | 10.42 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
SUMMARY OF CHANGES IN THE FAIR
SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Fair value as of beginning balance | $ 7,166,250 | $ 7,166,250 | $ 7,166,250 | $ 7,166,250 | ||||||||
Change in fair value | (2,184,000) | $ (341,250) | $ (341,250) | $ 1,092,000 | (419,500) | $ (341,250) | $ (68,250) | (4,410,250) | $ (204,750) | (1,906,250) | $ 1,433,250 | $ 68,250 |
Fair value as of ending balance | 6,260,000 | 7,166,250 | ||||||||||
Private Placement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Fair value as of beginning balance | $ 7,166,250 | $ 5,733,000 | $ 7,166,250 | $ 5,733,000 | $ 7,166,250 | $ 5,733,000 | 7,166,250 | 5,733,000 | ||||
Change in fair value | (906,250) | 1,433,250 | ||||||||||
Fair value as of ending balance | $ 6,260,000 | $ 7,166,250 | $ 5,733,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 24, 2021USD ($) | Feb. 23, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | Jun. 25, 2020$ / shares | Jan. 15, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | 0.01 | ||||||
IPO [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | 11.50 | ||||||
Expense Advancement Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | $ 1 | $ 11.50 | $ 1 | ||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | $ 1 | ||||||
Conversion of stock, shares converted | shares | 566,288 | ||||||
Subsequent Event [Member] | IPO [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business combination, consideration | $ | $ 2,000,000 | ||||||
Subsequent Event [Member] | Expense Advancement Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Additional loan commitment amount | $ | $ 160,000 | ||||||
Amended and restated | $ | $ 300,000 | ||||||
Available to borrow advances | $ | $ 460,000 | ||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Merger Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Administrative Services Agreement [Member] | 0.06585 |