Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ALLEGRO MERGER CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,110,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001720025 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38581 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2425125 | |
Entity Address, Address Line One | 777 Third Avenue | |
Entity Address, Address Line Two | 37th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (212) | |
Local Phone Number | 319-7676 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 50 | $ 50 |
Prepaid expenses and other current assets | 23,200 | 23,200 |
Total current assets | 23,250 | 23,250 |
Total assets | 23,250 | 23,250 |
Current liabilities: | ||
Accounts payable and accrued expenses | 27,437 | 16,220 |
Notes payable-related party | 892,100 | 884,600 |
Total current liabilities | 919,537 | 900,820 |
Warrant liability | 40 | 40 |
Total liabilities | 919,577 | 900,860 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 40,000,000 shares authorized, 4,110,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 411 | 411 |
Additional paid-in capital | (16,951,418) | (16,951,418) |
Retained earnings | 16,054,680 | 16,073,397 |
Total stockholders’ deficit | (896,327) | (877,610) |
Total liabilities and stockholders’ deficit | $ 23,250 | $ 23,250 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 4,110,000 | 4,110,000 |
Common stock, shares outstanding | 4,110,000 | 4,110,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
General and administrative costs | $ 18,717 | $ 5,130 |
Loss from operations | 18,717 | 5,130 |
Other Income: | ||
Change in fair value of warrants | 77 | |
Income (loss) before income tax provision | (18,717) | (5,053) |
Provision for income taxes | ||
Net income (loss) | $ (18,717) | $ (5,053) |
Weighted average shares outstanding of common stock, basic and diluted- Public Shares (in Shares) | 4,110,000 | |
Basic and diluted net income (loss) per share, Public Shares (in Dollars per share) | $ 0 | |
Weighted average shares outstanding of common stock, basic and diluted- Founders and Private Placement Shares (in Shares) | 4,110,000 | 4,110,000 |
Basic and diluted net loss per share, Founders and Private Placement Shares (in Dollars per share) | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Dec. 31, 2020 | $ 411 | $ (16,821,461) | $ 16,128,844 | $ (692,206) |
Balance (in Shares) at Dec. 31, 2020 | 4,110,000 | |||
Net loss | (5,053) | (5,053) | ||
Balance at Mar. 31, 2021 | $ 411 | (16,821,461) | 16,123,791 | (697,259) |
Balance (in Shares) at Mar. 31, 2021 | 4,110,000 | |||
Balance at Dec. 31, 2021 | $ 411 | (16,951,418) | 16,073,397 | (877,610) |
Balance (in Shares) at Dec. 31, 2021 | 4,110,000 | |||
Net loss | (18,717) | (18,717) | ||
Balance at Mar. 31, 2022 | $ 411 | $ (16,951,418) | $ 16,054,680 | $ (896,327) |
Balance (in Shares) at Mar. 31, 2022 | 4,110,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flow from operating activities | ||
Net income (loss) | $ (18,717) | $ (5,053) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Accounts payable and accrued expenses | 11,217 | |
Change in fair value of warrants | (77) | |
Net cash used in operating activities | (7,500) | (5,130) |
Cash flows from financing activities | ||
Proceeds from notes payable- related party | 7,500 | 5,000 |
Net cash provided by (used in) financing activities | 7,500 | 5,000 |
Net change in cash | (130) | |
Cash at beginning of period | 50 | 61,484 |
Cash at end of period | $ 50 | $ 61,354 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Plan of Business Operations [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Allegro Merger Corp. (the “Company”) was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through March 31, 2022 relates to the Company’s formation, the Company’s initial public offering of units (“Initial Public Offering”) described below and, since the Initial Public Offering, the search for a prospective initial Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated the Initial Public Offering of 14,950,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’ overallotment option, generating gross proceeds of $149,500,000, which is described in Note 3. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one redeemable common stock purchase warrant (the “Warrants”) and one right (the “Rights”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 372,500 units (“Private Units”), at a price of $10.00 per Private Unit in a private placement to certain of the Initial Stockholders (defined below), Cantor Fitzgerald & Co. and Chardan Capital Markets LLC (collectively, the “Insiders”), generating gross proceeds of $3,725,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”) and was invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. On July 6, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company consummated the sale of an additional 1,950,000 Units, at $10.00 per Unit. Dissolution of Trust Account; Delisting and Deregistration of Securities Pursuant to the Charter, on March 31, 2020, the Company began the process of liquidating and distributing to its public stockholders their pro rata portion of the funds contained in the Trust Account, including interest earned on the amounts on deposit, less amounts that be released to the Company to pay franchise and income taxes and up to $100,000 of interest which may be released to the Company to pay dissolution expenses. On April 21, 2020, all of the public shares were redeemed at a per share redemption price of $10.30. On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for taxes. An aggregate of approximately $781,700 of loans made by the initial stockholders to the Company in connection with extensions of time to complete an initial business will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve. The initial stockholders waived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering and the common stock underlying the Private Units. Accordingly, such initial stockholders did not participate in the redemption and an aggregate of 4,110,000 shares of common stock remain outstanding. Additionally, the Company’s rights and warrants remain outstanding. On April 20, 2020, Nasdaq filed a Form 25 to delist and deregister the units, common stock, rights, and warrants. Such securities were delisted from Nasdaq as of April 30, 2020 and deregistered under Section 12(b) of the Exchange Act as of July 9, 2020. Going Concern As of March 31, 2022, the Company had a cash balance of $50 and a working capital deficit of $896,287 In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company liquidate after March 31, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any future period. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. Marketable securities held in Trust Account On April 20, 2020 the remaining cash held in the Trust Account was fully liquidated. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s consolidated statements of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share for the three months ended March 31, 2022 and 2021, basic and diluted for Public Shares is calculated dividing the net loss of ($18,717) and ($5,053), reduced by the change in warrant liability of $0 and $77 respectively, by the weighted average number of Public Shares outstanding during the period. All outstanding Public Shares were redeemed. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Restricted Cash On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for taxes. 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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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 and 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. Recent Accounting Pronouncements 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 unaudited condensed financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 6, 2018, the Company consummated the Initial Public Offering and sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $10.00 per Private Unit for an aggregate purchase price of $3,725,000. Each Private Unit consists of one Private Share, one warrant (“Private Warrant”) and one right (“Private Right”). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The proceeds from the sale of the Private Units were used to fund the redemption of the Public Shares. The Private Units are identical to the Units sold in the Public Offering, except that the holders have agreed to vote the Private Shares in favor of any Business Combination. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. The holders of the Private Units (or underlying shares of common stock) are entitled to registration rights described in Note 6. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Promissory Notes — Related Parties The Company issued one unsecured promissory notes totaling $7,500 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January 2022. The note is non-interest bearing, payable on demand and outstanding as of March 31, 2022. Notes Payable — Related Parties Certain individuals and entities (the “Contributors”) that participated in the private placement of units that occurred simultaneously with the Company’s initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”). The Contributions will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account. The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company’s initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution. On March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement. The loans made by the Contributors will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve. The balance of $781,700 remains outstanding as of March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working capital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration rights pursuant to a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, except that Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on July 2, 2018, the effective date of Allegro’s registration statement in connection with Allegro’s initial public offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a “piggy-back” registration only during the seven year period beginning on July 2, 2018. The Company will bear the costs and expenses of filing any such registration statements. Underwriting Agreement The Company entered into an agreement with the underwriters of the Initial Public Offering (“Underwriting Agreement”), pursuant to which the Company paid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000 in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting Discount”) of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred Underwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company would complete its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business Combination in the time period prescribed by the Charter and, accordingly, the Company distributed the proceeds held in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 40,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 4,110,000 shares of common stock issued and outstanding. Following termination of the Merger Agreement, the Company liquidated the funds held in the Trust Account. Pursuant to the Charter, all outstanding Public Shares) were redeemed at a per share redemption price of approximately $10.30 per Public Share (the “Redemption Amount”). The cash used for common stock redemptions was $153,755,272 and the change in the value of common stock due to redemptions was ($145,250,653). The initial redemption occurred on April 21, 2020. As of the close of business on such date, the Public Shares were deemed cancelled and will represent only the right to receive the per share Redemption Amount. The Company’s officers, directors, initial stockholders, and the purchasers of Private Units have waived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering and the common stock underlying the Private Units. Rights Each holder of a Right will receive one-tenth (1/10) of one common stock upon consummation of a Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The common stock issuable upon exchange of the Rights was registered at the time of our initial public offering. Accordingly, when issued, such shares will not be restricted securities (except to the extent held by affiliates of the Company). Warrants The Company has accounted for both the Public and Private Warrants as a liability (see note 2 and note 8). The Warrants will become exercisable 30 days after the consummation of a Business Combination. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon the exercise of the Warrants is not effective within 20 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless basis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Placement Warrants are identical to the Warrants underlying the Units sold in the Initial Public Offering, except the Placement Warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such Placement Warrants is not effective) or on a cashless basis, at the holder’s option, and not redeemable by the Company, in each case so long as they are still held by the original purchasers or their affiliates. The Company may call the Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant: - upon not less than 30 days’ prior written notice of redemption to each Warrant holder, - if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) 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 notice of redemption to Warrant holders, and - if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the 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, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of shares 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company issued an unsecured promissory note totaling $11,250 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in April 2022. The note is non-interest bearing and payable on demand. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any future period. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account On April 20, 2020 the remaining cash held in the Trust Account was fully liquidated. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s consolidated statements of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share for the three months ended March 31, 2022 and 2021, basic and diluted for Public Shares is calculated dividing the net loss of ($18,717) and ($5,053), reduced by the change in warrant liability of $0 and $77 respectively, by the weighted average number of Public Shares outstanding during the period. All outstanding Public Shares were redeemed. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
Restricted Cash | Restricted Cash On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for taxes. |
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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. 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 and 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 unaudited condensed financial statement. |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | Mar. 31, 2020 | Jul. 06, 2018 | Mar. 31, 2022 | Aug. 23, 2021 | Apr. 21, 2020 |
Organization and Plan of Business Operations (Details) [Line Items] | |||||
Description of business combination | Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one redeemable common stock purchase warrant (the “Warrants”) and one right (the “Rights”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. | ||||
Dissolution expenses | $ 100,000 | ||||
Redemption price (in Dollars per share) | $ 10.3 | ||||
Restricted cash pro rata | $ 129,957 | ||||
Loans made by initial stockholders | $ 781,700 | ||||
Common stock remain outstanding (in Shares) | 4,110,000 | ||||
Cash | $ 50 | ||||
Working capital deficit | $ 896,287 | ||||
IPO [Member] | |||||
Organization and Plan of Business Operations (Details) [Line Items] | |||||
Number of units (in Shares) | 14,950,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Exercise price (in Dollars per share) | 11.5 | ||||
Price per unit (in Dollars per share) | $ 10 | ||||
Net proceeds of sale of units | $ 149,500,000 | ||||
Maturity days | 180 days | ||||
Over-Allotment Option [Member] | |||||
Organization and Plan of Business Operations (Details) [Line Items] | |||||
Number of units (in Shares) | 1,950,000 | ||||
Generating gross proceeds | $ 149,500,000 | ||||
Sale of additional units (in Shares) | 1,950,000 | ||||
Additional unit price (in Dollars per share) | $ 10 | ||||
Private Units [Member] | |||||
Organization and Plan of Business Operations (Details) [Line Items] | |||||
Number of units (in Shares) | 372,500 | ||||
Generating gross proceeds | $ 3,725,000 | ||||
Price per unit (in Dollars per share) | $ 10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Aug. 23, 2021 | |
Accounting Policies [Abstract] | |||
Aggregate of public shares (in Shares) | 16,854,750 | ||
Net income (loss) | $ (18,717) | $ (5,053) | |
Change in warrant liability | $ 0 | $ 77 | |
Public stockholders amount | $ 129,957 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jul. 06, 2018$ / sharesshares |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sold units | 14,950,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Units issued pursuant of exercise of underwriters | 1,950,000 |
Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
Business Acquisition [Member] | |
Initial Public Offering (Details) [Line Items] | |
Business combination, description | Each Unit consisted of one share of the Company’s common stock, $0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement (Details)
Private Placement (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Description of private units | Each Private Unit consists of one Private Share, one warrant (“Private Warrant”) and one right (“Private Right”). |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate private units | shares | 372,500 |
Private per unit price | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 3,725,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Related Party Transactions (Details) [Line Items] | |
Notes payable related party, description | Certain individuals and entities (the “Contributors”) that participated in the private placement of units that occurred simultaneously with the Company’s initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”). |
Outstanding balance | $ 781,700 |
Chief Executive Officer [Member] | |
Related Party Transactions (Details) [Line Items] | |
Unsecured promissory note | $ 7,500 |
Notes Payable Related Party [Member] | |
Related Party Transactions (Details) [Line Items] | |
Notes payable related party, description | The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company’s initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 02, 2018 | Mar. 31, 2022 |
Commitments and Contingencies (Details) [Line Items] | ||
Public offering, percentage | 5 years | |
Business combination, percentage | 7 years | |
Underwriting Agreement [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount, percentage | 2.00% | |
Gross proceeds of the initial public offering (in Dollars) | $ 2,600,000 | |
Deferred underwriting discount, percentage | 3.50% | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Gross proceeds of the initial public offering (in Dollars) | $ 5,622,500 | |
Gross proceeds, percentage | 5.50% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock issued | ||
Preferred stock outstanding | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,110,000 | 4,110,000 |
Common stock, shares outstanding | 4,110,000 | 4,110,000 |
Redemption price per share (in Dollars per share) | $ 10.3 | |
Cash used for common stock redemptions (in Dollars) | $ 153,755,272 | |
Change in value of common stock due to redemptions (in Dollars) | $ (145,250,653) | |
Warrants expire term | 5 years | |
Description of warrants | The Company may call the Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant: -upon not less than 30 days’ prior written notice of redemption to each Warrant holder, -if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) 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 notice of redemption to Warrant holders, and -if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption. | |
Preferred Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock issued | 0 | |
Preferred stock outstanding | 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 30, 2022USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Unsecured promissory note | $ 11,250 |