Landsea Homes (LSEA) 10-K/A 6 Jul 21 2020 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 08, 2021	Jun. 30, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Landsea Homes Corporation (formerly known as LF Capital Acquisition Corp. or “LF Capital”) was originally incorporated on June 29, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 22, 2018, LF Capital consummated an initial public offering, after which its securities began trading on The Nasdaq Capital Market (“Nasdaq”). On January 7, 2021 (the “Closing Date”), Landsea Homes Corporation consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 (the “Merger Agreement”), by and among LF Capital, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of LF Capital (“Merger Sub”), Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller” or “Landsea Holdings”), which provided for the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the Business Combination, the registrant changed its name from LF Capital Acquisition Corp. to Landsea Homes Corporation, and Landsea changed its name from Landsea Homes Incorporated to Landsea Homes US Corporation. Following the Business Combination, Landsea Holdings Corporation beneficially holds a majority of the voting power of all outstanding shares of the common stock, par value $0.0001 per share, of Landsea Homes Corporation (“Common Stock”). Following the Closing Date, Landsea Homes Corporation changed the trading symbols for its Common Stock (formerly Class A common stock) and warrants on Nasdaq from “LFAC” and “LFAC-W” to “LSEA” and “LSEA-W.” Unless the context otherwise requires, references to “the Company,” “we,” “us” and “our” refer to LF Capital Acquisition Corp. prior to the closing of the Business Combination and to the post-combination company and its consolidated subsidiaries following the Business Combination, and “Landsea Homes” refers to the business of Landsea Homes Incorporated prior to the Business Combination. This Annual Report on Form 10-K (the “Annual Report”) principally describes the business and operations of the Company following the Business Combination, other than the audited consolidated financial statements for the year ended December 31, 2020 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations of LF Capital prior to the Business Combination. Substantially concurrently with the filing of this Annual Report, we will be filing Amendment No. 1 to our Current Report on Form 8-K, initially filed on January 13, 2021, which will include the audited consolidated financial statements of Landsea Homes Corporation for the year ended December 31, 2020 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Interested parties should refer to our Current Report on Form 8-K for more information.
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	001-38545
Entity Registrant Name	LANDSEA HOMES CORPORATION
Entity Central Index Key	0001721386
Entity Tax Identification Number	82-2196021
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	660 Newport Center Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	345-8080
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
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	false
Entity Public Float			$ 146,355,252
Entity Common Stock, Shares Outstanding		46,231,025
ICFR Auditor Attestation Flag	false
Common Stock, $0.0001 par value per share
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	LSEA
Security Exchange Name	NASDAQ
Warrants exercisable for Common Stock
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Warrants exercisable for Common Stock
Trading Symbol	LSEAW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 68,986	$ 161,405
Prepaid expenses	1,598	304,077
Total current assets	70,584	465,482
Marketable securities held in Trust Account	109,742,246	162,019,909
Total assets	109,812,830	162,485,391
Current liabilities:
Accounts payable	1,961,576	121,516
Accrued expenses	0	30,610
Convertible note payable - related parties	1,500,000	750,000
Promissory note – related party	1,000,000	0
Franchise tax payable	40,051	40,000
Total current liabilities	4,501,627	942,126
Deferred tax liabilities	0	128,105
Deferred underwriting commissions	5,433,750	5,433,750
Warrant liability	45,483,300	10,943,950
Total liabilities	55,418,677	17,447,931
Commitments
Class A common stock, $0.0001 par value; 0 and 13,413,549 shares subject to possible redemption at $0 and $10.44 per share at December 31, 2020 and 2019, respectively	0	140,037,451
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2020 and 2019, respectively	0	0
Additional paid-in capital	89,019,318	2,990,157
Accumulated deficit	(34,626,592)	2,009,253
Total stockholders’ equity (deficit)	54,394,153	5,000,009
Total Liabilities and Stockholders’ Equity	109,812,830	162,485,391
Common Class A [Member]
Stockholders’ Equity:
Common stock value	1,039	211
Common Class B [Member]
Stockholders’ Equity:
Common stock value	$ 388	$ 388

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Common stock shares redemption	0	13,413,549
Common stock shares redemption price per share	$ 0	$ 10.44
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	1,000,000	1,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common Class A [Member]
Common stock Par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	10,392,472	2,111,451
Common stock, outstanding shares	10,392,472	2,111,451
Common Class B [Member]
Common stock Par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	15,000,000	15,000,000
Common stock, issued shares	3,881,250	3,881,250
Common stock, outstanding shares	3,881,250	3,881,250

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Capitalization, Equity [Line Items]
General and administrative expenses	$ 2,470,314	$ 826,307
Franchise tax expense	200,051	200,000
Loss from operations	(2,670,365)	(1,026,307)
Interest earned on investments and marketable securities	694,319	3,473,997
Loss on remeasurement of warrant liability	(34,539,350)	(931,400)
(Loss) income before income tax expense	(36,515,396)	1,516,290
Income tax expense	120,449	675,854
Net (loss) income	$ (36,635,845)	$ 840,436
Common Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Weighted average shares outstanding	14,006,380	15,525,000
Basic and diluted net loss per share	$ 0.03	$ 0.17
Common Class B [Member]
Schedule of Capitalization, Equity [Line Items]
Weighted average shares outstanding	3,881,250	3,881,250
Basic and diluted net loss per share	$ (9.54)	$ (0.45)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock Class A [Member]	Common Stock Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2018		$ 199	$ 388	$ 3,830,601	$ 1,168,817	$ 5,000,005
Shares, Outstanding, Beginning Balance at Dec. 31, 2018		1,997,593	3,881,250
Common stock subject to possible redemption		$ 12		(840,444)		(840,432)
Stock Redeemed or Called During Period, Shares		113,858
Net loss					840,436	840,436
Ending balance, value at Dec. 31, 2019		$ 211	$ 388	2,990,157	2,009,253	5,000,009
Shares, Outstanding, Ending Balance at Dec. 31, 2019		2,111,451	3,881,250
Common stock subject to possible redemption	[1]	$ 828		86,029,161		86,029,989
Stock Redeemed or Called During Period, Shares	[1]	8,281,021
Net loss					(36,635,845)	(36,635,845)
Ending balance, value at Dec. 31, 2020		$ 1,039	$ 388	$ 89,019,318	$ (34,626,592)	$ 54,394,153
Shares, Outstanding, Ending Balance at Dec. 31, 2020		10,392,472	3,881,250
[1]	Amount net of redemption of 2,089,939, 1,215,698 and 1,826,891 of Class A common stock on June 16, 2020, September 21, 2020 and December 21, 2020, respectively.

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net (loss) income	$ (36,635,845)	$ 840,436
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Deferred tax liabilities	(128,105)	128,105
Interest earned on investments and marketable securities held in Trust Account	(694,311)	(3,473,528)
Loss on remeasurement of warrant liability	34,539,350	931,400
Changes in operating assets and liabilities:
Prepaid expenses	302,479	(260,863)
Accounts payable	1,840,060	13,224
Accrued expenses	(30,610)	24,110
Franchise tax payable	51	(160,000)
Net cash used in operating activities	(806,931)	(1,957,116)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(1,469,038)	0
Withdrawal from Trust upon redemption of Class A common stock	54,007,462	0
Interest released from Trust Account	433,550	1,171,717
Net cash provided by investing activities	52,971,974	1,171,717
Cash Flows from Financing Activities:
Proceeds from note payable to related parties	750,000	750,000
Proceeds from promissory note – related party	1,000,000	0
Redemption of Class A common stock	(54,007,462)	0
Net cash (used in) provided by financing activities	(52,257,462)	750,000
Net decrease in cash	(92,419)	(35,399)
Cash and cash equivalents - beginning of the period	161,405	196,804
Cash and cash equivalents - end of the period	68,986	161,405
Supplemental disclosure of noncash investing and financing activities:
Change in Class A common stock subject to possible redemption	(86,029,989)	840,432
Supplemental cash flow disclosure:
Cash paid for income taxes	$ 233,500	$ 811,467

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations LF Capital Acquisition Corp. (now known as Landsea Homes Corp.) (the “Company”) was a blank check company incorporated in the state of Delaware on June 29, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company was not limited to a particular industry or geographic region for purposes of consummating a Business Combination. On August 31, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), which provides for, among other things the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the “Merger”). On January 7, 2021, the Company completed the business combination. See the Business Combination described below. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2018. On June 22, 2018, the Company consummated its Initial Public Offering of 15,525,000 2,025,000 10.00 155.25 9.3 5.4338 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,760,000 1.00 7.76 Upon the closing of the Initial Public Offering and Private Placement, $ 158.355 10.20 The Company’s management had broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination was required to be with one or more target businesses that together had an aggregate fair market value of at least 80 50 Shareholders of Public shares (“Public Shareholders”) had 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. (The decision as to whether the Company would seek shareholder approval of a Business Combination or conduct a tender offer was to be made by the Company, solely in its discretion.) If, however, shareholder approval of the transaction was required by law or stock exchange listing requirement, or the Company decided to obtain shareholder approval for business or other legal reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The public shareholders were entitled to redeem their Public shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses). The per-share amount to be distributed to public shareholders who redeemed their Public shares were not reduced by the deferred underwriting commissions the Company payable to the underwriters (as discussed in Note 6). These Public shares have been recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, 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 Amended and Restated Articles of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), were restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. On June 16, 2020, the Company held a special meeting of shareholders to extend (the “Extension”) the date by which the Company has to complete an initial Business Combination from June 22, 2020 to September 22, 2020. The Extension was approved, and in connection with the vote to approve the Extension, in June 2020 the holders of 2,089,939 10.46 21.9 On September 17, 2020, the Company held a special meeting of shareholders to extend (the “September Extension”) the date by which the Company has to complete an initial Business Combination from September 22, 2020 to December 22, 2020. The September Extension was approved, and in connection with the vote to approve the September Extension, in September 2020 the holders of 1,215,698 10.57 12.8 On December 21, 2020, the Company held a special meeting of shareholders to extend (the “December Extension”) the date by which the Company has to complete an initial Business Combination from December 22, 2020 to January 22, 2021 (the “Combination Period”). The December Extension was approved, and in connection with the vote to approve the December Extension, in December 2020 the holders of 1,826,891 10.56 19.3 The Company previously deposited into the Trust Account (each deposit being referred to herein as a “Deposit”) $0.03 per month (or an aggregate of $0.09) for each public share that was not converted in connection with the Extension of the Company’s termination date from June 22, 2020 through September 22, 2020. During the year ended December 31, 2020, the Company made a Deposit of approximately $ 1.2 If the Company was unable to complete a Business Combination within the Combination Period, the Company would have been required to (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 which redemption would completely extinguish public stockholders’ rights as shareholders (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 shareholders 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. In connection with the redemption of 100% of the Company’s outstanding Public shares for a portion of the funds held in the Trust Account, each holder would have received a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay for its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses). The initial stockholders agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquired Public shares in or after the Initial Public Offering, they were entitled to liquidating distributions from the Trust Account with respect to such Public shares if the Company failed to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company did not complete a Business Combination within the Combination Period and, in such event, such amounts would have been included with the funds held in the Trust Account that were available to fund the redemption of the Company’s Public shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, jointly and severally, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability did not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver was deemed to be unenforceable against a third party, the Sponsor would not be responsible to the extent of any liability for such third-party claims. Business Combination On August 31, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), which provides for, among other things the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the “Merger”). The transactions set forth in the Merger Agreement, including the Merger, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. On January 7, 2021, the Company consummated the Business Combination. Subject to the terms of the Merger Agreement, the Seller received approximately $ 344 32,557,303 10.56 Each of the Company, Merger Sub and Landsea are making customary representations and warranties for a transaction of this type. The representations and warranties made by parties to the Merger Agreement do not survive after the closing of the Merger. The parties to the Merger Agreement also have agreed to certain customary covenants in connection with the Merger, including, among others, covenants with respect to the conduct of the Company, Merger Sub and Landsea and its subsidiaries prior to the closing of the Merger. The Company has agreed to seek approval of the holders of at least 65% of the Company’s public warrants to effect an amendment to the warrant agreement related to the public warrants such that, as of the closing of the Merger, (i) each issued and outstanding public warrant, which currently entitles each holder thereof to purchase one share of Parent Class A Stock at an exercise price of $11.50 per share, will become exercisable for one-tenth of one share at an exercise price of $1.15 per one-tenth share ($11.50 per whole share) and (ii) each holder of public warrants issued and outstanding immediately prior to the closing of the Merger will be entitled to receive from the Company a one-time payment of $1.85 per public warrant, contingent upon the consummation of the closing. The Merger is subject to customary conditions for a transaction of this type, including, among others: (i) approval of the Company’s stockholders; (ii) approval of Landsea’s sole stockholder; (iii) there being no laws or injunctions by governmental authorities or other legal restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (iv) the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired (or early termination having been granted); (v) the shares of the Company’s Class A common stock to be issued in connection with the closing of the Merger shall have been approved for listing upon the closing on Nasdaq; (vi) the Company having at least $5,000,001 in net tangible assets; (vii) the amount in the Company’s trust account equally or exceeding $90,000,000, after deducting certain transaction expenses and other costs; and (viii) receipt of the required regulatory approvals by the Hong Kong Stock Exchange by certain Landsea affiliates. Concurrent with the execution of the Merger Agreement, the Sponsor, the Company, the Seller, and Landsea entered into the Sponsor Transfer, Waiver, Forfeiture and Deferral Agreement (the “Sponsor Surrender Agreement”), pursuant to which the Sponsor agreed, upon closing of the business combination, to (i) forfeit to the Company for no consideration 2,260,000 warrants held by the Sponsor, (ii) forfeit to the Company for no consideration 600,000 shares of Class B common stock held by the Sponsor, (iii) transfer to the Seller for no consideration 2,200,000 warrants, (iv) transfer to the Seller for no consideration 500,000 shares of Class A common stock held by the Sponsor following the conversion upon consummation of the Merger of 500,000 shares of Class B common stock held by the Sponsor, (v) defer the conversion of 500,000 shares of its Class B common stock contingent upon the valuation of the Class A common stock reaching certain thresholds during the twenty-four month period following the closing of the Merger, (vi) exercise any warrants held by the Sponsor to purchase Class A common stock solely on a cashless basis, (vii) waive its right to convert the outstanding principal due under that certain Convertible Promissory Note, dated March 4, 2019, as amended, by and between Sponsor and the Company, to warrants of the Company in lieu of cash payment upon the consummation of the Merger, and (viii) cancel that certain $1,000,000 working capital loan to the Company pursuant to that certain Promissory Note entered into with the Company, dated as of July 16, 2020, in each case on terms and subject to the conditions set forth therein. Concurrent with the execution of the Merger Agreement, the Company, the Seller and Landsea, entered into waiver agreements (the “Waiver Agreements”) with certain holders of the Company’s shares of Class B common stock, pursuant to which, each holder agreed to (i) waive their redemption rights with respect to any Class A common stock they may own, (ii) waive certain of their anti-dilution and conversion and redemption rights with respect to their shares of Class B common stock, and (iii) convert their shares of Class B common stock into shares of Class A common stock on a one-for-one basis, in each case on terms and subject to the conditions set forth therein. Concurrent with the execution of the Merger Agreement, the Company also entered into a Waiver Agreement with certain funds managed by BlackRock (the “BlackRock Holders”) that hold shares of Class B common stock (the “BlackRock Waiver”), pursuant to which, each holder (i) agreed to waive certain of their anti-dilution rights with respect to their shares of Class B common stock, and (ii) acknowledged that the shares of Class B common stock held by the Blackrock Holders convert into shares of the Class A common stock on a one-for-one basis upon the consummation of the Merger, in each case on terms and subject to the conditions set forth in the Amended and Restated Certificate of Incorporation. Concurrent with the execution of the Merger Agreement, the Company entered into an indemnification agreement with the Seller and the Sponsor (the “Indemnification Agreement”), whereby the Company agreed that it would (i) not amend, waive, terminate or otherwise modify the BlackRock Waiver without the prior written consent of the Seller and (ii) enforce the obligations thereunder. The Sponsor agreed to (i) indemnify the Company and the Seller for all reasonably documented out-of-pocket costs the Company or Seller may incur in connection with enforcing the Indemnification Agreement and the BlackRock Waiver and (ii) immediately after the Closing, forfeit such number of Class A common stock of the Company equal to the number of shares of Class B common stock held by the BlackRock Holders that are converted into Class A common stock at or as a result of the Closing less the number of Class B common stock held by the BlackRock Holders immediately prior to the Closing. Concurrent with the execution of the Merger Agreement, the Company, the Seller and certain of the holders of the Company’s shares of Class B common Stock (the “LF Capital Restricted Stockholders”), entered into a Voting and Support Agreement with the Company (the “Voting and Support Agreement”), pursuant to which each of the LF Capital Restricted Stockholders party to the Voting and Support Agreement agreed to, among other things, vote their Class B common stock and other acquired common stock (representing as of the date hereof approximately 21.01% of the voting power of the Company) (i) in favor of the adoption of the Merger Agreement and the accompanying transaction, (ii) against any action, proposals, transaction or agreement that would result in a breach of any representation, warrant, covenant, obligation or agreement of the Company or Merger Sub contained in the Merger Agreement, and (iii) in favor or the proposals to be set forth in the proxy statement to be filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the approval of the Merger and each of the other proposals of the Company set forth in therein (the “Proxy Statement”). Additionally, each LF Capital Restricted Stockholder party to the Voting and Support Agreement has agreed to certain standstill obligations, in each case on terms and subject to the conditions set forth therein. The Voting and Support Agreement will terminate upon the earlier to occur of, (x) as to each LF Capital Restricted Stockholder, the mutual written consent of the Seller and such LF Capital Restricted Stockholder, (y) the closing of the Merger, and (z) the date of termination of the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company has entered into certain Forward Purchase and Subscription Agreements (each, a “Forward Purchase Agreement”) with certain subscribers (the “Subscribers”), pursuant to which the Subscribers have agreed to purchase up to an aggregate of $35 million of shares of the Company’s Class A common stock in the public markets at a price per share not greater than $10.56 per share, at any time or from time to time prior to the record date for the special meeting of the Company’s stockholders (the “Special Meeting”) relating to the approval of the Merger and the other proposals of the Company set forth in the Proxy Statement. The Subscribers have agreed to vote their shares of Class A common stock acquired pursuant to the Forward Purchase Agreement in favor of the Merger and each of the other proposals to be set forth in the Proxy Statement. In addition, the Subscribers have agreed not to exercise their redemption rights with respect to any of their shares of Class A common stock acquired pursuant to the Forward Purchase Agreement in connection with the Special Meeting or in connection with the Company’s proposal to extend the Outside Date. In consideration for entering into the Forward Purchase Agreement, the Company will issue a certain number of shares of Class A common stock to such Subscribers for no consideration and the Sponsor has agreed to concurrently forfeit a number of shares of Class B common stock equal to the aggregate issuance to Subscribers. The Company is providing the Subscribers with certain customary registration rights in connection with the Forward Purchase Agreement. Liquidity As of December 31, 2020, the Company had approximately $69,000 68,986 4.4 40,000 Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied the proceeds from the consummation of the Private Placement not held in Trust Account, interest earned released from the Trust Account to pay for its tax obligations, and loans from the Sponsor. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On March 4, 2019, the Company issued a convertible note (“Convertible Note”) to the Sponsor, pursuant to which the Sponsor agreed to provide a Working Capital Loan to the Company of up to $1.5 million. The Company was provided $ 750,000 750,000 1.5 On July 16, 2020, the Company issued a $ 3.0 1.0 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. To date, the COVID-19 outbreak has not had a material impact on our results of operations, financial position or cash flows.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. On May 14, 2021, the Company concluded, with concurrence from the Audit Committee of our Board of Directors (the “Audit Committee”), that the consolidated financial statements previously issued as of and for the years ended December 31, 2020 and 2019, (collectively, the “Affected Periods”), should no longer be relied upon because of errors in such financial statements addressed in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections The errors relate to the treatment under GAAP of the Private Placement Warrants and the public warrants (together, the “Warrants”) issued in connection with our Initial Public Offering. In the affected financial statements, the Warrants are incorrectly classified as equity of the Company. The Company has corrected the identified misstatements and correctly classified the Warrants as a liability with changes in the estimated fair value of the Warrants reported in the statements of operations. T he financial statements included herein have been restated to fairly present all related balances and activity for the periods presented. See Note 11 - Restatement of Prior Period Financial Statements, for additional information related to the restatement, including additional descriptions of the misstatements and the impacts on our consolidated financial statements. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. Marketable Securities The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is recognized as gains or losses in the accompanying Statements of Operations. The estimated fair values of financial instruments are determined using available market information. 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and marketable securities held for trading. Cash and cash equivalents are maintained in accounts with financial institutions, 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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Marketable securities are classified as trading securities and are therefore recognized at fair value. The fair value for trading securities is determined using quoted market prices. The Warrants are presented on the balance sheet as a liability recorded at fair value with subsequent changes in fair value recognized in the statement of operations at each reporting date. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 820, Fair Value Measurement and Disclosures, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2020 and 2019, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, and note payable to related parties approximate the fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities is comprised of an investment in U.S Treasury Bills and money market fund with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices. The public warrants’ fair value is also determined using quoted market prices whenever possible, but are measured using a Monte Carlo simulation when there is not sufficient trading volume to provide a reasonably reliable measure of fair value. The Monte Carlo simulation includes Level 3 inputs which are discussed in Note 8 - Fair Value Measurements. The Private Placement Warrants are recorded at fair value each reporting period with the change in fair value between periods recorded as a gain (loss) on remeasurement of the warrant liability in the accompanying consolidated statements of operations. The fair value is determined by a Black-Scholes options pricing model which includes Level 3 inputs. The Convertible Note is recorded at fair value each reporting period. During the periods presented, the carrying value approximated fair value and therefore no change in value was presented in the statements of operations. The fair value is measured on a recurring basis by calculating the present value of the outstanding principal combined with the fair value of the conversion option which was valued using a Monte Carlo simulation when effective. The Monte Carlo simulation and present value calculation include Level 3 inputs. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 13,413,549 no Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,285,000 The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the periods. Reconciliation of net income (loss) per share The Company’s net income is adjusted for the portion of income that was attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: Schedule of earning per shares As Restated For the Years Ended December 31, 2020 2019 Net (loss) income $ (36,635,845 ) $ 840,436 Less: Income attributable to Class A common stock (373,819 ) (2,598,143 ) Adjusted net loss attributable to Class B common stock $ (37,009,664 ) $ (1,757,707 ) Weighted average shares outstanding of Class A common stock 14,006,380 15,525,000 Basic and diluted net income per share, Class A $ 0.03 $ 0.17 Weighted average shares outstanding of Class B common stock 3,881,250 3,881,250 Basic and diluted net loss per share, Class B $ (9.54 ) $ (0.45 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company’s adoption of this standard on January 1, 2020, did not have a material impact on its condensed financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, 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 3. Initial Public Offering On June 22, 2018, the Company sold 15,525,000 10.00 11.50

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2020
Private Placement
Private Placement	Note 4. Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsor and the anchor investor purchased an aggregate of 7,760,000 1.00 7.76 7,209,560 550,440 Each Private Placement Warrant is exercisable to purchase one Class A share at $ 11.50 See the “Business Combination” described in Note 1 above, including the description of the Sponsor Surrender Agreement, pursuant to which a portion of the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5. Related Party Transactions Founder Shares In August 2017, the Company issued an aggregate of 4,312,500 25,000 431,250 267,300 267,300 1,980 3,881,250 506,250 shares were no longer subject to forfeiture The founder shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustment (see Note 7). The initial stockholders agreed not to transfer, assign or sell any of their founder shares until the earliest of  (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (C) following the completion of the initial Business Combination, such future date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their common stock for cash, securities or other property. If the anchor investor does not own the number of Public Units equal to 1,336,500 at the time of any stockholder vote with respect to an initial Business Combination or the business day immediately prior to the consummation of the initial Business Combination, the anchor investor will forfeit up to 267,300 founder shares on a pro rata basis. In such case, the Sponsor will repurchase all or a portion of the Private Placement Warrants held by the anchor investor at its original purchase price. See the “Business Combination” described in Note 1 above, including the description of the Sponsor Surrender Agreement, pursuant to which a portion of the founder shares will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. Office Space and Related Support Services The Company agreed, commencing on the effective date of the Initial Public Offering in June 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay our Sponsor or an affiliate of our Sponsor a monthly fee of $ 10,000 110,000 120,000 Board Member Agreement In September 2017, the Company entered into an agreement with B. Prot Conseils, an entity controlled by Mr. Baudouin Prot, one of its board members, pursuant to which the board member is paid a cash fee of $150,000 per annum in exchange for his service. 150,000 12,500 75,000 Promissory Note - Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 500,000 On July 16, 2020, the Company issued a promissory note (“Promissory Note”) to the Sponsor, pursuant to which the Sponsor agreed to provide a working capital loan to the Company of up to $3.0 million. The Promissory Note will be repaid on the earlier of (i) December 31, 2020 and (ii) the effective date of a Business Combination, without interest. On July 16, 2020, the Company received $1.0 million in loan proceeds pursuant to the Promissory Note which increased the outstanding principal balance of the Promissory Note to $1.0 million. On January 6, 2021, the Company amended the maturity date of the Promissory Note to be repaid on the later of: (i) December 31, 2020 and (ii) the closing date of the Business Combination, which is effective as of December 31, 2020 See the “Business Combination” described in Note 1 above, including the description of the Sponsor Surrender Agreement, pursuant to which the Sponsor agreed to cancel the outstanding principal balance of the Promissory Note of $1.0 million immediately prior to (but conditioned and effective upon) completion of the proposed Merger. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors agreed to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination did not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On March 4, 2019, the Company issued a convertible note (“Convertible Note”) to the Sponsor, pursuant to which the Sponsor agreed to provide a Working Capital Loan to the Company of up to $ 1.5 750,000 750,000 1.5 In addition, in connection with the Extension, the Company’s officers, directors or any of their affiliates or designees have agreed, if the Company does not have the funds necessary to make the Deposit, to make Contributions to the Company as a loan of $0.03 for each Public Share that is not converted in connection with the shareholder votes to approve the Extension. The Contributions will not bear any interest and will be repayable by the Company to the officers, directors or affiliates upon consummation of an initial Business Combination (Note 1). The loans were to be forgiven if the Company was unable to consummate an initial Business Combination except to the extent of any funds held outside of the Trust Account. As of December 31, 2020, no Contributions were outstanding. See the “Business Combination” described in Note 1 above, including the description of the Sponsor Surrender Agreement, pursuant to which the Sponsor agreed to waive its right to convert the outstanding principal due under the Convertible Note to warrants of the Company in lieu of cash payment upon the consummation of the Merger (but conditioned and effective upon) completion of the proposed Merger. In connection with the Merger, the Convertible Note was repaid on January 7, 2021.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments
Commitments & Contingencies	Note 6. Commitments & Contingencies Registration Rights The holders of the founder shares and Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three 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 consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $ 0.20 3.105 0.35 5.434

Stockholders_ equity

Stockholders’ equity	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders’ equity	Note 7. Stockholders’ equity Class A Common stock The Company is authorized to issue 100,000,000 0.0001 0 13,413,549 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Each share of common stock will have one vote on all such matters. Class B Common stock The Company is authorized to issue 15,000,000 0.0001 4,312,500 431,250 3,881,250 3,881,250 The Class B common stock would automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, 20% of the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred Stock The Company is authorized to issue 1,000,000 0.0001 no Warrants At December 31, 2020 and 2019 there are 23,285,000 15,525,000 7,760,000 11.50 The public warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the public warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their public warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the public warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The public warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders 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. The Company may call the public warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 Class A shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. 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. The Warrants are presented on the balance sheet as a liability recorded at fair value with subsequent changes in fair value recognized in the statement of operations at each reporting date.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of fair value assets measured on a recurring basis Quoted Prices Significant Significant Other in Active Markets Other Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust at December 31, 2020: Money market fund $ 109,742,246 $ — $ — $ 109,742,246 $ — $ — Liabilities: Warrant liability (As Restated) $ 30,118,500 $ — $ 15,364,800 Convertible note payable (As Restated) — — 1,500,000 $ 30,118,500 $ — $ 16,864,800 Quoted Prices Significant Significant Other in Active Markets Other Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust at December 31, 2019: U.S. Treasury Securities $ 161,991,526 $ — $ — Money market funds 28,383 — — $ 162,019,909 $ — $ — Liabilities: Warrant liability (As Restated) $ — $ — $ 10,943,950 Convertible note payable (As Restated) — — 750,000 $ — $ — $ 11,693,950 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The public warrants transferred from Level 3 to Level 1 during the year ended December 31, 2020 as there was sufficient trading volume as of the reporting date to provide a reliable estimate of fair value. There were no transfers between levels for the years ended December 31, 2019. As of December 31, 2019 the public warrants were unable to be reliably measured at fair value on a recurring basis using the price traded on an open market and therefore a Monte Carlo simulation was used to estimate the fair value as of that period. The significant unobservable input as of December 31, 2019 was the implied volatility rate of 5.4%. The Private Placement Warrants are measured at fair value on a recurring basis using a Black-Scholes option pricing model. The significant unobservable input as of December 31, 2020 and 2019 was the volatility rate implied from the public warrants, which are exchanged on an open market, of 23.8 5.4 The Convertible Note was measured at fair value on a recurring basis by calculating the present value of the outstanding principal combined with the fair value of the conversion option which was valued using a Monte Carlo simulation during periods when the conversion option was effective. The significant unobservable inputs as of December 31, 2019 were the implied volatility rate of 5.4% and the discount rate of 12.9%. During the year ended December 31, 2020, the conversion option was waived and therefore the liability as of December 31, 2020 was valued solely on the present value of the outstanding principal. The significant unobservable input as of December 31, 2020 was the discount rate of 13.6%. The following table reconciles the beginning and ending balances for the Level 3 recurring fair value measurements during the periods presented: Schedule of fair value, liabilities measured on recurring basis For the Years Ended December 31, 2020 2019 Warrant liability Beginning balance $ 10,943,950 $ 10,012,550 Changes in fair value 18,393,350 931,400 Transfers out of Level 3 (13,972,500 ) — Ending balance $ 15,364,800 $ 10,943,950 For the Years Ended December 31, 2020 2019 Convertible note payable Beginning balance $ 750,000 $ — Additions 750,000 750,000 Ending balance $ 1,500,000 $ 750,000

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 9. Income Taxes The Company’s financial statements include total net income (loss) before taxes of approximately $(36.5) million (36,515,396) 1,516,290 Schedule of income tax provision December 31 2020 2019 Federal Current $ 248,554 $ 547,749 Deferred (648,423 ) (40,546 ) State and Local Current — — Deferred — — Change in Valuation allowance 520,318 168,651 Income tax provision (benefit) $ 120,449 $ 675,854 Reconciliations of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows (as restated): Schedule of Reconciliation between provision/(benefit) 2020 2019 Amount Percent of Pretax Income Amount Percent of Pretax Income Current tax at U.S. statutory rate $ (7,668,233 ) 21 % $ 318,421 21 % Nondeductible/nontaxable items 7,254,149 (19.87 )% 198,030 13.06 % State taxes, net of federal benefit — — % — — % State effect of perm items — — % — — % Valuation allowance activity 520,318 (1.42 )% 168,651 11.12 % Deferred rate change — — % — — % Federal payable true-up 16,652 (0.05 )% (9,248 ) (0.61 )% Other (2,436 ) 0.01 % 1 — % Total Income Tax Provision/(Benefit) $ 120,449 (0.33 )% $ 675,854 44.57 % The components of deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: Schedule of deferred tax assets and liabilities December 31 2020 2019 Deferred tax assets: Unrealized gain/loss $ — $ — Start-up cost 833,978 313,660 Total deferred tax assets 833,978 313,660 Valuation allowance (833,978 ) (313,660 ) Deferred tax liabilities Unrealized gain/loss — (128,105 ) Net Deferred tax assets/(liabilities), net of allowance $ — $ (128,105 ) As of December 31, 2020 and 2019, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with start-up costs. Start-up costs cannot be amortized against future operating income until a business combination has occurred. Therefore, a full valuation allowance has been established prior to the company completing a business combination, as future events such as business combinations cannot be considered when assessing the realizability of Deferred Tax Assets. In addition, a reliable forecast of trust investment income and start-up costs expected to be incurred in the period/s prior to a business combination or a dissolution and liquidation is not practicable. Accordingly, the net deferred tax assets have been fully reserved.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 10. Subsequent Events On January 7, 2021, the Company completed the Business Combination pursuant to the Merger Agreement as described in Note 1. As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Proxy Statement”), Merger Sub was merged with and into Landsea, with Landsea continuing as the surviving corporation. As a result of the Merger, the registrant owns 100% of the outstanding common stock of Landsea and each share of common stock of Landsea has been cancelled and converted into the right to receive a portion of the consideration payable in connection with the Merger. In connection with the closing of the Business Combination (the “Closing”), the registrant owns, directly and indirectly, 100% of the stock of Landsea and its subsidiaries and the Seller, the sole stockholder of Landsea, as of immediately after the effective time of the Merger, holds a portion of the Common Stock, par value $ 0.0001 In connection with the Closing, the registrant changed its name from LF Capital Acquisition Corp. to Landsea Homes Corporation. On January 6, 2021, in connection with its previously announced proposed Business Combination, the Company Amendments Notes

Restatement of Previously Issue

Restatement of Previously Issued Audited and Unaudited Financial Statements	12 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Audited And Unaudited Financial Statements
Restatement of Previously Issued Audited and Unaudited Financial Statements	Note 11. Restatement of Previously Issued Audited and Unaudited Financial Statements On May 14, 2021, the Company concluded, with concurrence from the Audit Committee of our Board of Directors (the “Audit Committee”), that the Affected Periods should no longer be relied upon because of errors in such financial statements addressed in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections The errors relate to the treatment under GAAP of the Warrants issued in connection with our Initial Public Offering. In the affected financial statements, the Warrants are incorrectly classified as equity of the Company As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 17, 2021, on April 12, 2021, the Staff of the Securities and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACS”)” (the “SEC Statement”). The SEC Statement discussed certain features of warrants similar to the Warrants issued in connection with the Initial Public Offering of the Company, specifically, settlement terms and provisions related to certain tender offers following a business combination, as well as certain warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock, and noted that entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After considering the SEC Statement, the Company re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants. On May 14, 2021 management and the Audit Committee of the Board of Directors of the Company, in response to the SEC Statement and, after discussion with the Company’s financial and legal advisors, concluded that the previously issued consolidated financial statements of the Company (formerly known as LF Capital Acquisition Corp. or “LF Capital”) for the Affected Periods should no longer be relied upon. After considering the SEC Statement, the Company re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants issued in connection with the initial public offering of LFAC. The Warrants were presented within equity in LFAC’s financial statements for the fiscal years ended December 31, 2020 and 2019. After reviewing the SEC Statement, the Company concluded that the exercise and settlement features of the Private Placement Warrants may change with a change in the holder, which precludes the Private Placement Warrants from being considered indexed to the Company’s own stock and therefore, precludes the Private Placement Warrants from meeting the scope exception from derivative accounting prescribed by Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). In addition, the Company concluded that the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s common stock, an event that is outside the control of the Company. As such, the Warrants do not meet the conditions to be classified within equity under the SEC Statement and should be presented as a liability. The material terms of the Warrants are more fully described in Note 7 – Stockholders’ equity. The following presents a reconciliation of the balance sheets, statements of operations and cash flows as of and for the years ended December 31, 2020 and 2019 December 31, 2020 balance sheet: Schedule of Restatement of financial statements As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Total assets $ 109,812,830 $ — $ 109,812,830 Liabilities and Stockholders’ Equity Total current liabilities 4,501,627 — 4,501,627 Deferred underwriting commissions 5,433,750 — 5,433,750 Warrant liability — 45,483,300 45,483,300 Total liabilities 9,935,377 45,483,300 55,418,677 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 1,039 — 1,039 Convertible Class B common stock, $0.0001 par value 388 — 388 Additional paid-in capital 99,730,418 (10,711,100 ) 89,019,318 Accumulated deficit 145,608 (34,772,200 ) (34,626,592 ) Total stockholders’ equity (deficit) 99,877,453 (45,483,300 ) 54,394,153 Total Liabilities and Stockholders’ Equity $ 109,812,830 $ — $ 109,812,830 Year ended December 31, 2020 statement of operations: For the Year Ended December 31, 2020 As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 2,470,314 $ — $ 2,470,314 Franchise tax expense 200,051 — 200,051 Loss from operations (2,670,365 ) — (2,670,365 ) Interest earned on investments and marketable securities 694,319 — 694,319 Loss on remeasurement of warrant liability — (34,539,350 ) (34,539,350 ) Loss before income tax expense (1,976,046 ) (34,539,350 ) (36,515,396 ) Income tax expense 120,449 — 120,449 Net loss $ (2,096,495 ) $ (34,539,350 ) $ (36,635,845 ) Weighted average shares outstanding of Class A common stock 14,006,380 — 14,006,380 Basic and diluted net income per share, Class A $ 0.03 $ — $ 0.03 Weighted average shares outstanding of Class B common stock 3,881,250 — 3,881,250 Basic and diluted net loss per share, Class B $ (0.64 ) $ (8.90 ) $ (9.54 ) Year ended December 31, 2020 statement of cash flows: For the Year Ended December 31, 2020 As Previously Reported Restatement Adjustment As Restated Cash Flows from Operating Activities: Net loss $ (2,096,495 ) $ (34,539,350 ) $ (36,635,845 ) Adjustments to reconcile net loss to net cash used in operating activities: (822,416 ) 34,539,350 33,716,934 Changes in operating assets and liabilities 2,111,980 — 2,111,980 Net cash used in operating activities (806,931 ) — (806,931 ) Net cash provided by investing activities 52,971,974 — 52,971,974 Net cash used in financing activities (52,257,462 ) — (52,257,462 ) Net change in cash $ (92,419 ) $ — $ (92,419 ) Supplemental disclosure of noncash investing and financing activities: Change in Class A common stock subject to possible redemption $ (96,973,939 ) $ 10,944,778 $ (86,029,161 ) December 31, 2019 balance sheet: As of December 31, 2019 As Previously Reported Restatement Adjustment As Restated Total assets $ 162,485,391 $ — $ 162,485,391 Liabilities and Stockholders’ Equity Total current liabilities 942,126 — 942,126 Deferred tax liabilities 128,105 — 128,105 Deferred underwriting commissions 5,433,750 — 5,433,750 Warrant liability — 10,943,950 10,943,950 Total liabilities 6,503,981 10,943,950 17,447,931 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 150,981,401 (10,943,950 ) 140,037,451 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 106 105 211 Convertible Class B common stock, $0.0001 par value 388 — 388 Additional paid-in capital 2,757,412 232,745 2,990,157 Retained earnings (Accumulated deficit) 2,242,103 (232,850 ) 2,009,253 Total stockholders’ equity (deficit) 5,000,009 — 5,000,009 Total Liabilities and Stockholders’ Equity $ 162,485,391 $ — $ 162,485,391 Year ended December 31, 2019 statement of operations: For the Year Ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 826,307 $ — $ 826,307 Franchise tax expense 200,000 — 200,000 Loss from operations (1,026,307 ) — (1,026,307 ) Interest earned on investments and marketable securities 3,473,997 — 3,473,997 Loss on remeasurement of warrant liability — (931,400 ) (931,400 ) Loss before income tax expense 2,447,690 (931,400 ) 1,516,290 Income tax expense 675,854 — 675,854 Net loss $ 1,771,836 $ (931,400 ) $ 840,436 Weighted average shares outstanding of Class A common stock 15,525,000 — 15,525,000 Basic and diluted net income per share, Class A $ 0.17 $ — $ 0.17 Weighted average shares outstanding of Class B common stock 3,881,250 — 3,881,250 Basic and diluted net loss per share, Class B $ (0.21 ) $ (0.24 ) $ (0.45 ) Year ended December 31, 2019 statement of cash flows: For the Year Ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated Cash Flows from Operating Activities: Net loss $ 1,771,836 $ (931,400 ) $ 840,436 Adjustments to reconcile net loss to net cash used in operating activities: (3,345,423 ) 931,400 (2,414,023 ) Changes in operating assets and liabilities (383,529 ) — (383,529 ) Net cash used in operating activities (1,957,116 ) — (1,957,116 ) Net cash provided by investing activities 1,171,717 — 1,171,717 Net cash used in financing activities 750,000 — 750,000 Net change in cash $ (35,399 ) $ — $ (35,399 ) Supplemental disclosure of noncash investing and financing activities: Change in Class A common stock subject to possible redemption $ 1,771,832 $ (931,400 ) $ 840,432

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 Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. On May 14, 2021, the Company concluded, with concurrence from the Audit Committee of our Board of Directors (the “Audit Committee”), that the consolidated financial statements previously issued as of and for the years ended December 31, 2020 and 2019, (collectively, the “Affected Periods”), should no longer be relied upon because of errors in such financial statements addressed in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections The errors relate to the treatment under GAAP of the Private Placement Warrants and the public warrants (together, the “Warrants”) issued in connection with our Initial Public Offering. In the affected financial statements, the Warrants are incorrectly classified as equity of the Company. The Company has corrected the identified misstatements and correctly classified the Warrants as a liability with changes in the estimated fair value of the Warrants reported in the statements of operations. T he financial statements included herein have been restated to fairly present all related balances and activity for the periods presented. See Note 11 - Restatement of Prior Period Financial Statements, for additional information related to the restatement, including additional descriptions of the misstatements and the impacts on our consolidated financial statements.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.
Marketable Securities	Marketable Securities The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is recognized as gains or losses in the accompanying Statements of Operations. The estimated fair values of financial instruments are determined using available market information.
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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and marketable securities held for trading. Cash and cash equivalents are maintained in accounts with financial institutions, 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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Marketable securities are classified as trading securities and are therefore recognized at fair value. The fair value for trading securities is determined using quoted market prices. The Warrants are presented on the balance sheet as a liability recorded at fair value with subsequent changes in fair value recognized in the statement of operations at each reporting date.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 820, Fair Value Measurement and Disclosures, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2020 and 2019, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, and note payable to related parties approximate the fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities is comprised of an investment in U.S Treasury Bills and money market fund with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices. The public warrants’ fair value is also determined using quoted market prices whenever possible, but are measured using a Monte Carlo simulation when there is not sufficient trading volume to provide a reasonably reliable measure of fair value. The Monte Carlo simulation includes Level 3 inputs which are discussed in Note 8 - Fair Value Measurements. The Private Placement Warrants are recorded at fair value each reporting period with the change in fair value between periods recorded as a gain (loss) on remeasurement of the warrant liability in the accompanying consolidated statements of operations. The fair value is determined by a Black-Scholes options pricing model which includes Level 3 inputs. The Convertible Note is recorded at fair value each reporting period. During the periods presented, the carrying value approximated fair value and therefore no change in value was presented in the statements of operations. The fair value is measured on a recurring basis by calculating the present value of the outstanding principal combined with the fair value of the conversion option which was valued using a Monte Carlo simulation when effective. The Monte Carlo simulation and present value calculation include Level 3 inputs.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 13,413,549 no
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.” Net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,285,000 The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the periods.
Reconciliation of net income (loss) per share	Reconciliation of net income (loss) per share The Company’s net income is adjusted for the portion of income that was attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted income per Class A common stock is calculated as follows: Schedule of earning per shares As Restated For the Years Ended December 31, 2020 2019 Net (loss) income $ (36,635,845 ) $ 840,436 Less: Income attributable to Class A common stock (373,819 ) (2,598,143 ) Adjusted net loss attributable to Class B common stock $ (37,009,664 ) $ (1,757,707 ) Weighted average shares outstanding of Class A common stock 14,006,380 15,525,000 Basic and diluted net income per share, Class A $ 0.03 $ 0.17 Weighted average shares outstanding of Class B common stock 3,881,250 3,881,250 Basic and diluted net loss per share, Class B $ (9.54 ) $ (0.45 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company’s adoption of this standard on January 1, 2020, did not have a material impact on its condensed financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of earning per shares	Schedule of earning per shares As Restated For the Years Ended December 31, 2020 2019 Net (loss) income $ (36,635,845 ) $ 840,436 Less: Income attributable to Class A common stock (373,819 ) (2,598,143 ) Adjusted net loss attributable to Class B common stock $ (37,009,664 ) $ (1,757,707 ) Weighted average shares outstanding of Class A common stock 14,006,380 15,525,000 Basic and diluted net income per share, Class A $ 0.03 $ 0.17 Weighted average shares outstanding of Class B common stock 3,881,250 3,881,250 Basic and diluted net loss per share, Class B $ (9.54 ) $ (0.45 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on a recurring basis	Schedule of fair value assets measured on a recurring basis Quoted Prices Significant Significant Other in Active Markets Other Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust at December 31, 2020: Money market fund $ 109,742,246 $ — $ — $ 109,742,246 $ — $ — Liabilities: Warrant liability (As Restated) $ 30,118,500 $ — $ 15,364,800 Convertible note payable (As Restated) — — 1,500,000 $ 30,118,500 $ — $ 16,864,800 Quoted Prices Significant Significant Other in Active Markets Other Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust at December 31, 2019: U.S. Treasury Securities $ 161,991,526 $ — $ — Money market funds 28,383 — — $ 162,019,909 $ — $ — Liabilities: Warrant liability (As Restated) $ — $ — $ 10,943,950 Convertible note payable (As Restated) — — 750,000 $ — $ — $ 11,693,950
Schedule of fair value, liabilities measured on recurring basis	Schedule of fair value, liabilities measured on recurring basis For the Years Ended December 31, 2020 2019 Warrant liability Beginning balance $ 10,943,950 $ 10,012,550 Changes in fair value 18,393,350 931,400 Transfers out of Level 3 (13,972,500 ) — Ending balance $ 15,364,800 $ 10,943,950 For the Years Ended December 31, 2020 2019 Convertible note payable Beginning balance $ 750,000 $ — Additions 750,000 750,000 Ending balance $ 1,500,000 $ 750,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of income tax provision	Schedule of income tax provision December 31 2020 2019 Federal Current $ 248,554 $ 547,749 Deferred (648,423 ) (40,546 ) State and Local Current — — Deferred — — Change in Valuation allowance 520,318 168,651 Income tax provision (benefit) $ 120,449 $ 675,854
Schedule of Reconciliation between provision/(benefit)	Schedule of Reconciliation between provision/(benefit) 2020 2019 Amount Percent of Pretax Income Amount Percent of Pretax Income Current tax at U.S. statutory rate $ (7,668,233 ) 21 % $ 318,421 21 % Nondeductible/nontaxable items 7,254,149 (19.87 )% 198,030 13.06 % State taxes, net of federal benefit — — % — — % State effect of perm items — — % — — % Valuation allowance activity 520,318 (1.42 )% 168,651 11.12 % Deferred rate change — — % — — % Federal payable true-up 16,652 (0.05 )% (9,248 ) (0.61 )% Other (2,436 ) 0.01 % 1 — % Total Income Tax Provision/(Benefit) $ 120,449 (0.33 )% $ 675,854 44.57 %
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities December 31 2020 2019 Deferred tax assets: Unrealized gain/loss $ — $ — Start-up cost 833,978 313,660 Total deferred tax assets 833,978 313,660 Valuation allowance (833,978 ) (313,660 ) Deferred tax liabilities Unrealized gain/loss — (128,105 ) Net Deferred tax assets/(liabilities), net of allowance $ — $ (128,105 )

Restatement of Previously Iss_2

Restatement of Previously Issued Audited and Unaudited Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Audited And Unaudited Financial Statements
Schedule of Restatement of financial statements	Schedule of Restatement of financial statements As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Total assets $ 109,812,830 $ — $ 109,812,830 Liabilities and Stockholders’ Equity Total current liabilities 4,501,627 — 4,501,627 Deferred underwriting commissions 5,433,750 — 5,433,750 Warrant liability — 45,483,300 45,483,300 Total liabilities 9,935,377 45,483,300 55,418,677 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 1,039 — 1,039 Convertible Class B common stock, $0.0001 par value 388 — 388 Additional paid-in capital 99,730,418 (10,711,100 ) 89,019,318 Accumulated deficit 145,608 (34,772,200 ) (34,626,592 ) Total stockholders’ equity (deficit) 99,877,453 (45,483,300 ) 54,394,153 Total Liabilities and Stockholders’ Equity $ 109,812,830 $ — $ 109,812,830 Year ended December 31, 2020 statement of operations: For the Year Ended December 31, 2020 As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 2,470,314 $ — $ 2,470,314 Franchise tax expense 200,051 — 200,051 Loss from operations (2,670,365 ) — (2,670,365 ) Interest earned on investments and marketable securities 694,319 — 694,319 Loss on remeasurement of warrant liability — (34,539,350 ) (34,539,350 ) Loss before income tax expense (1,976,046 ) (34,539,350 ) (36,515,396 ) Income tax expense 120,449 — 120,449 Net loss $ (2,096,495 ) $ (34,539,350 ) $ (36,635,845 ) Weighted average shares outstanding of Class A common stock 14,006,380 — 14,006,380 Basic and diluted net income per share, Class A $ 0.03 $ — $ 0.03 Weighted average shares outstanding of Class B common stock 3,881,250 — 3,881,250 Basic and diluted net loss per share, Class B $ (0.64 ) $ (8.90 ) $ (9.54 ) Year ended December 31, 2020 statement of cash flows: For the Year Ended December 31, 2020 As Previously Reported Restatement Adjustment As Restated Cash Flows from Operating Activities: Net loss $ (2,096,495 ) $ (34,539,350 ) $ (36,635,845 ) Adjustments to reconcile net loss to net cash used in operating activities: (822,416 ) 34,539,350 33,716,934 Changes in operating assets and liabilities 2,111,980 — 2,111,980 Net cash used in operating activities (806,931 ) — (806,931 ) Net cash provided by investing activities 52,971,974 — 52,971,974 Net cash used in financing activities (52,257,462 ) — (52,257,462 ) Net change in cash $ (92,419 ) $ — $ (92,419 ) Supplemental disclosure of noncash investing and financing activities: Change in Class A common stock subject to possible redemption $ (96,973,939 ) $ 10,944,778 $ (86,029,161 ) December 31, 2019 balance sheet: As of December 31, 2019 As Previously Reported Restatement Adjustment As Restated Total assets $ 162,485,391 $ — $ 162,485,391 Liabilities and Stockholders’ Equity Total current liabilities 942,126 — 942,126 Deferred tax liabilities 128,105 — 128,105 Deferred underwriting commissions 5,433,750 — 5,433,750 Warrant liability — 10,943,950 10,943,950 Total liabilities 6,503,981 10,943,950 17,447,931 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 150,981,401 (10,943,950 ) 140,037,451 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 106 105 211 Convertible Class B common stock, $0.0001 par value 388 — 388 Additional paid-in capital 2,757,412 232,745 2,990,157 Retained earnings (Accumulated deficit) 2,242,103 (232,850 ) 2,009,253 Total stockholders’ equity (deficit) 5,000,009 — 5,000,009 Total Liabilities and Stockholders’ Equity $ 162,485,391 $ — $ 162,485,391 Year ended December 31, 2019 statement of operations: For the Year Ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 826,307 $ — $ 826,307 Franchise tax expense 200,000 — 200,000 Loss from operations (1,026,307 ) — (1,026,307 ) Interest earned on investments and marketable securities 3,473,997 — 3,473,997 Loss on remeasurement of warrant liability — (931,400 ) (931,400 ) Loss before income tax expense 2,447,690 (931,400 ) 1,516,290 Income tax expense 675,854 — 675,854 Net loss $ 1,771,836 $ (931,400 ) $ 840,436 Weighted average shares outstanding of Class A common stock 15,525,000 — 15,525,000 Basic and diluted net income per share, Class A $ 0.17 $ — $ 0.17 Weighted average shares outstanding of Class B common stock 3,881,250 — 3,881,250 Basic and diluted net loss per share, Class B $ (0.21 ) $ (0.24 ) $ (0.45 ) Year ended December 31, 2019 statement of cash flows: For the Year Ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated Cash Flows from Operating Activities: Net loss $ 1,771,836 $ (931,400 ) $ 840,436 Adjustments to reconcile net loss to net cash used in operating activities: (3,345,423 ) 931,400 (2,414,023 ) Changes in operating assets and liabilities (383,529 ) — (383,529 ) Net cash used in operating activities (1,957,116 ) — (1,957,116 ) Net cash provided by investing activities 1,171,717 — 1,171,717 Net cash used in financing activities 750,000 — 750,000 Net change in cash $ (35,399 ) $ — $ (35,399 ) Supplemental disclosure of noncash investing and financing activities: Change in Class A common stock subject to possible redemption $ 1,771,832 $ (931,400 ) $ 840,432

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended			12 Months Ended
	Aug. 31, 2020	Jul. 16, 2020	Jun. 22, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 21, 2020	Sep. 17, 2020	Jun. 16, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units per share				$ 10.20
Deferred underwriting commissions				$ 5,433,750	$ 5,433,750
Percentage of asset held in trust account				80.00%
Business combination, percentage of voting securities				50.00%
Business Combination, minimum amount of net tangible assets				$ 5,000,001
Deposits				1,200,000
Cash				68,986
Woking capital				4,400,000
Tax obligation				40,000
Proceeds from Convertible debt				750,000	$ 750,000
Convertible Debt				1,500,000
Promissory Note [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount		$ 3,000,000
Proceeds from loan		$ 1,000,000
Merger Agreement [Member] | Seller [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition, consideration transferred	$ 344,000,000
Business acquisition, shares issued	32,557,303
Shares issued, price per share	$ 10.56
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units in initial public offering			15,525,000
Sale of units per share			$ 10
Sale of units in initial public offering aggragate amount			$ 155,250,000	$ 158,355,000
Offering costs			9,300,000
Deferred underwriting commissions			$ 5,433,800
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units in initial public offering			2,025,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units in initial public offering			7,760,000
Sale of units in initial public offering aggragate amount			$ 7,760,000
Warrants price per share			$ 1
Private Placement [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units in initial public offering			7,209,560
Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class A common stock shares outstanding								2,089,939
Class A common stock redemption price, per shares								$ 10.46
Class A common stock redemption amount								$ 21,900,000
Septmber Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class A common stock shares outstanding							1,215,698
Class A common stock redemption price, per shares							$ 10.57
Class A common stock redemption amount							$ 12,800,000
December Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class A common stock shares outstanding						1,826,891
Class A common stock redemption price, per shares						$ 10.56
Class A common stock redemption amount						$ 19,300,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Capitalization, Equity [Line Items]
Net (loss) income	$ (36,635,845)	$ 840,436
Less: Income attributable to Class A common stock	(373,819)	(2,598,143)
Adjusted net loss attributable to Class B common stock	$ (37,009,664)	$ (1,757,707)
Common Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Weighted average shares outstanding	14,006,380	15,525,000
Basic and diluted net income (loss) per share	$ 0.03	$ 0.17
Common Class B [Member]
Schedule of Capitalization, Equity [Line Items]
Weighted average shares outstanding	3,881,250	3,881,250
Basic and diluted net income (loss) per share	$ (9.54)	$ (0.45)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of Capitalization, Equity [Line Items]
Federal depository insurance coverage	$ 250,000
Common stock shares redemption	0	13,413,549
Unrecognized tax benefits	$ 0	$ 0
Interest and penalties	$ 0	$ 0
Common Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Antidilutive securities	23,285,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - $ / shares	1 Months Ended
	Jun. 22, 2018	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 10.20
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	15,525,000
Sale of units per share	$ 10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	7,760,000
Warrants exercise price share	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member]	1 Months Ended
	Jun. 22, 2018USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants, shares	7,760,000
Warrants price per share | $ / shares	$ 1
Sale of private placement warrants aggregate amount | $	$ 7,760,000
Warrants exercise price share | $ / shares	$ 11.50
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants, shares	7,209,560
Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants, shares	550,440

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Feb. 20, 2020	Dec. 31, 2018	Jun. 30, 2018	Feb. 28, 2018	Aug. 31, 2017	Apr. 30, 2017	Dec. 31, 2020	Dec. 31, 2019	Mar. 04, 2019	Apr. 30, 2018
Related Party Transaction [Line Items]
Related party agreement description							The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
Proceeds from Convertible debt							$ 750,000	$ 750,000
Convertible debt							1,500,000
Sponsor [Member]
Related Party Transaction [Line Items]
Monthly fee for office space, utilities and administrative support							10,000
Related party expenses							110,000	120,000
Related party agreement description						The Sponsor had agreed to loan the Company an aggregate of up to $300,000
Promissory note payable										$ 500,000
Working Capital Loan									$ 1,500,000
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Related party agreement description		board members, pursuant to which the board member is paid a cash fee of $150,000 per annum in exchange for his service.
Related party service fee								$ 150,000
Prot
Related Party Transaction [Line Items]
Service cost	$ 12,500
Accrued fees							$ 75,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares				3,881,250	4,312,500
Value of shares issued					$ 25,000
Number of shares forfeited			267,300	431,250
Number of shares forfeit agreement with related party			506,250 shares were no longer subject to forfeiture
Common Class B [Member] | Investor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares			267,300
Value of shares issued			$ 1,980
Number of shares forfeit agreement with related party			If the anchor investor does not own the number of Public Units equal to 1,336,500 at the time of any stockholder vote with respect to an initial Business Combination or the business day immediately prior to the consummation of the initial Business Combination, the anchor investor will forfeit up to 267,300 founder shares on a pro rata basis. In such case, the Sponsor will repurchase all or a portion of the Private Placement Warrants held by the anchor investor at its original purchase price.

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - IPO [Member]	1 Months Ended
	Jun. 22, 2018USD ($)$ / shares
Minimum [Member]
Loss Contingencies [Line Items]
Underwriting discount per unit | $ / shares	$ 0.20
Underwriting commissions and cost | $	$ 3,105,000
Maximum [Member]
Loss Contingencies [Line Items]
Underwriting discount per unit | $ / shares	$ 0.35
Underwriting commissions and cost | $	$ 5,434,000

Stockholders_ equity (Details N

Stockholders’ equity (Details Narrative) - $ / shares	1 Months Ended
	Jun. 30, 2018	Jun. 22, 2018	Feb. 28, 2018	Aug. 31, 2017	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Common stock shares redemption					0	13,413,549
Preferred stock, authorized shares					1,000,000	1,000,000
Preferred stock, par value					$ 0.0001	$ 0.0001
Preferred stock, issued shares					0	0
Preferred stock, outstanding shares					0	0
Aggregate number of warrants					23,285,000	23,285,000
IPO [Member]
Class of Stock [Line Items]
Sale of private placement warrants, shares		15,525,000
Private Placement [Member]
Class of Stock [Line Items]
Sale of private placement warrants, shares		7,760,000
Warrants exercise price share		$ 11.50
Sponsor [Member] | Private Placement [Member]
Class of Stock [Line Items]
Sale of private placement warrants, shares		7,209,560
Common Class A [Member]
Class of Stock [Line Items]
Common stock, authorized shares					100,000,000	100,000,000
Common stock Par value					$ 0.0001	$ 0.0001
Common stock, issued shares					10,392,472	2,111,451
Common stock, outstanding shares					10,392,472	2,111,451
Common Class B [Member]
Class of Stock [Line Items]
Common stock, authorized shares					15,000,000	15,000,000
Common stock Par value					$ 0.0001	$ 0.0001
Common stock, issued shares					3,881,250	3,881,250
Common stock, outstanding shares					3,881,250	3,881,250
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Number of shares issued, shares			3,881,250	4,312,500
Number of shares forfeited	267,300		431,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 15,364,800	$ 10,943,950	$ 10,012,550
Convertible note payable	1,500,000	750,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	30,118,500
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	16,864,800	11,693,950
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust	109,742,246	162,019,909
Warrant liability	30,118,500
Convertible note payable
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust
Warrant liability
Convertible note payable
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust
Warrant liability	15,364,800	10,943,950
Convertible note payable	1,500,000	750,000
Fair Value, Recurring [Member] | Money Market Fund [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust	109,742,246	28,383
Fair Value, Recurring [Member] | Money Market Fund [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust
Fair Value, Recurring [Member] | Money Market Fund [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust		161,991,526
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust

Fair Value Measurements (Deta_2

Fair Value Measurements (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Beginning balance	$ 10,943,950	$ 10,012,550
Changes in fair value	18,393,350	931,400
Transfers out of Level 3	(13,972,500)
Ending balance	15,364,800	10,943,950
Beginning balance	750,000
Additions	750,000	750,000
Convertible Notes Payable	$ 1,500,000	$ 750,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details Narrative)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Volatility rate	23.80%	5.40%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Federal
Current	$ 248,554	$ 547,749
Deferred	(648,423)	(40,546)
State and Local
Current	0	0
Deferred	0	0
Change in Valuation allowance	(520,318)	(168,651)
Income tax provision (benefit)	$ 120,449	$ 675,854

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current tax at U.S. statutory rate	$ (7,668,233)	$ 318,421
Current tax at U.S. statutory rate	21.00%	21.00%
Nondeductible/nontaxable items	$ 7,254,149	$ 198,030
Nondeductible/nontaxable items	(19.87%)	13.06%
State taxes, net of federal benefit
State effect of perm items
Valuation allowance activity	$ 520,318	$ 168,651
Valuation allowance activity	(1.42%)	11.12%
Deferred rate change
Federal payable true-up	$ 16,652	$ (9,248)
Federal payable true-up	(0.05%)	(0.61%)
Other	$ (2,436)	$ 1
Other	0.01%
Total Income Tax Provision/(Benefit)	$ 120,449	$ 675,854
Total Income Tax Provision/(Benefit)	(0.33%)	44.57%

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Unrealized gain/loss	$ 0	$ 0
Start-up cost	833,978	313,660
Total deferred tax assets	833,978	313,660
Valuation allowance	(833,978)	(313,660)
Unrealized gain/loss		(128,105)
Net Deferred tax assets/(liabilities), net of allowance		$ (128,105)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
(Loss) income before income tax expense	$ (36,515,396)	$ 1,516,290

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jan. 07, 2021$ / shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock Par value	$ 0.0001

Restatement of Previously Iss_3

Restatement of Previously Issued Audited and Unaudited Financial Statements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 109,812,830	$ 162,485,391
Total current liabilities	4,501,627	942,126
Deferred underwriting commissions	5,433,750	5,433,750
Warrant liability	45,483,300	10,943,950
Total liabilities	55,418,677	17,447,931
Preferred stock value	0	0
Additional paid-in capital	89,019,318	2,990,157
Retained earnings (accumulated deficit)	(34,626,592)	2,009,253
Total Liabilities and Stockholders' Equity	109,812,830	162,485,391
General and administrative expenses	2,470,314	826,307
Franchise tax expense	200,051	200,000
Loss from operations	(2,670,365)	(1,026,307)
Interest earned on investments and marketable securities	694,319	3,473,997
(Loss) on remeasurement of warrant liability	(34,539,350)	(931,400)
(Loss) income before income tax expense	(36,515,396)	1,516,290
Income tax expense	120,449	675,854
Net cash used in operating activities	(806,931)	(1,957,116)
Net cash provided by investing activities	52,971,974	1,171,717
Net cash (used in) provided by financing activities	(52,257,462)	750,000
Net decrease in cash	(92,419)	(35,399)
Change in Class A common stock subject to possible redemption	(86,029,989)	840,432
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	0	140,037,451
Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 1,039	$ 211
Weighted average shares outstanding	14,006,380	15,525,000
Basic and diluted net loss per share	$ 0.03	$ 0.17
Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 388	$ 388
Weighted average shares outstanding	3,881,250	3,881,250
Basic and diluted net loss per share	$ (9.54)	$ (0.45)
As Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 109,812,830	$ 162,485,391
Total current liabilities	4,501,627	942,126
Deferred underwriting commissions	5,433,750	5,433,750
Warrant liability		0
Total liabilities	9,935,377	6,503,981
Preferred stock value	0	0
Additional paid-in capital	99,730,418	2,757,412
Retained earnings (accumulated deficit)	145,608	2,242,103
Total stockholders' equity (deficit)	99,877,453	5,000,009
Total Liabilities and Stockholders' Equity	109,812,830	162,485,391
General and administrative expenses	2,470,314	826,307
Franchise tax expense	200,051	200,000
Loss from operations	(2,670,365)	(1,026,307)
Interest earned on investments and marketable securities	694,319	3,473,997
(Loss) on remeasurement of warrant liability	0	0
(Loss) income before income tax expense	(1,976,046)	2,447,690
Income tax expense	120,449	675,854
Net (loss) income	(2,096,495)	1,771,836
Net (loss) income	(2,096,495)	1,771,836
Adjustments to reconcile net loss to net cash used in operating activities:	(822,416)	(3,345,423)
Changes in operating assets and liabilities	2,111,980	(383,529)
Net cash used in operating activities	(806,931)	(1,957,116)
Net cash provided by investing activities	52,971,974	1,171,717
Net cash (used in) provided by financing activities	(52,257,462)	750,000
Net decrease in cash	(92,419)	(35,399)
Change in Class A common stock subject to possible redemption	(96,973,939)	1,771,832
Deferred tax liabilities		128,105
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		150,981,401
As Previously Reported [Member] | Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 1,039	$ 106
Weighted average shares outstanding	14,006,380	15,525,000
Basic and diluted net loss per share	$ 0.03	$ 0.17
As Previously Reported [Member] | Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 388	$ 388
Weighted average shares outstanding	3,881,250	3,881,250
Basic and diluted net loss per share	$ (0.64)	$ (0.21)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 0	$ 0
Total current liabilities	0	0
Deferred underwriting commissions		0
Warrant liability	45,483,300	10,943,950
Total liabilities	45,483,300	10,943,950
Preferred stock value	0	0
Additional paid-in capital	(10,711,100)	232,745
Retained earnings (accumulated deficit)	(34,772,200)	(232,850)
Total stockholders' equity (deficit)	(45,483,300)
Total Liabilities and Stockholders' Equity
General and administrative expenses	0	0
Franchise tax expense	0	0
Loss from operations		0
Interest earned on investments and marketable securities	0	0
(Loss) on remeasurement of warrant liability	(34,539,350)	(931,400)
(Loss) income before income tax expense	(34,539,350)	(931,400)
Income tax expense	0	0
Net (loss) income	(34,539,350)	(931,400)
Net (loss) income	(34,539,350)	(931,400)
Adjustments to reconcile net loss to net cash used in operating activities:	34,539,350	931,400
Changes in operating assets and liabilities
Net cash used in operating activities	0	0
Net cash provided by investing activities	0	0
Net cash (used in) provided by financing activities	0	0
Net decrease in cash	0	0
Change in Class A common stock subject to possible redemption	10,944,778	(931,400)
Deferred tax liabilities		0
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		(10,943,950)
Revision of Prior Period, Adjustment [Member] | Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 0	$ 105
Weighted average shares outstanding	0	0
Basic and diluted net loss per share
Revision of Prior Period, Adjustment [Member] | Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 0	$ 0
Weighted average shares outstanding	0	0
Basic and diluted net loss per share	$ (8.90)	$ (0.24)
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 109,812,830	$ 162,485,391
Total current liabilities	4,501,627	942,126
Deferred underwriting commissions	5,433,750	5,433,750
Warrant liability	45,483,300	10,943,950
Total liabilities	55,418,677	17,447,931
Preferred stock value	0	0
Additional paid-in capital	89,019,318	2,990,157
Retained earnings (accumulated deficit)	(34,626,592)	2,009,253
Total stockholders' equity (deficit)	54,394,153	5,000,009
Total Liabilities and Stockholders' Equity	109,812,830	162,485,391
General and administrative expenses	2,470,314	826,307
Franchise tax expense	200,051	200,000
Loss from operations	(2,670,365)	(1,026,307)
Interest earned on investments and marketable securities	694,319	3,473,997
(Loss) on remeasurement of warrant liability	(34,539,350)	(931,400)
(Loss) income before income tax expense	(36,515,396)	1,516,290
Income tax expense	120,449	675,854
Net (loss) income	(36,635,845)	840,436
Net (loss) income	(36,635,845)	840,436
Adjustments to reconcile net loss to net cash used in operating activities:	33,716,934	(2,414,023)
Changes in operating assets and liabilities	2,111,980	(383,529)
Net cash used in operating activities	(806,931)	(1,957,116)
Net cash provided by investing activities	52,971,974	1,171,717
Net cash (used in) provided by financing activities	(52,257,462)	750,000
Net decrease in cash	(92,419)	(35,399)
Change in Class A common stock subject to possible redemption	(86,029,161)	840,432
Deferred tax liabilities		128,105
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		140,037,451
As Restated [Member] | Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 1,039	$ 211
Weighted average shares outstanding	14,006,380	15,525,000
Basic and diluted net loss per share	$ 0.03	$ 0.17
As Restated [Member] | Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock value	$ 388	$ 388
Weighted average shares outstanding	3,881,250	3,881,250
Basic and diluted net loss per share	$ (9.54)	$ (0.45)