Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | BM Technologies, Inc. | ||
Trading Symbol | BMTX | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 12,200,378 | ||
Entity Public Float | $ 35,000,000 | ||
Amendment Flag | true | ||
Amendment Description | On January 4, 2021 (the “Closing Date”), subsequent to the end of the fiscal year ended December 31, 2020, the fiscal year to which this Annual Report on Form 10-K/A relates, BM Technologies Inc. (f/k/a Megalith Financial Acquisition Corp.), a Delaware corporation (the “Company”), consummated its previously announced business combination (as defined below), pursuant to which the Company acquired BankMobile Technologies, Inc. (“BankMobile”) (such acquisition is referred to as the “business combination”). In connection with the closing of the business combination (the “Closing”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) between the Company, MFAC Merger Sub, Inc., a Pennsylvania corporation and wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile, Customers Bank and Customers Bancorp Inc., Merger Sub merged with BankMobile, with the Merger Sub surviving the merger as a wholly-owned subsidiary of the Company named BMTX, Inc., and in connection therewith the Company changed its name to BM Technologies, Inc. (the “Merger”). BM Technologies, Inc. is filing this Amendment No.1 to Form 10-K (this “Amendment” or “Form 10-K/A”) for the year ended December 31, 2020 originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 by the Company (the “Original Filing”). This Amendment restates the Company’s previously issued consolidated financial statements and related footnote disclosures as of and for the years ended December 31, 2020 and 2019 and the interim periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, and September 30, 2020. See Note 9, Restatement of Previously Issued Consolidated Financial Statements, in Item 15, Exhibits, Financial Statements and Financial Statement Schedules, for additional information.Background of RestatementOn April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for settlement of cash in a tender offer that is different than the underlying stock and the potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and the Private Placement Warrants (collectively, the “Warrants”) issued in connection with the Company’s initial public offering.On June 4, 2021, the Audit Committee, after consultation with the Company’s management team, concluded that the Company’s previously issued audited financial statements as of December 31, 2020 and December 31, 2019 (the “Relevant Periods”), which were included in the Company’s Original 10-K should no longer be relied upon because the Company accounted for its outstanding warrants issued in connection with the Company’s initial public offering as components of equity instead of liabilities. The Company re-evaluated its accounting for its public and private placement warrants issued in connection with its initial public offering and concluded that the Warrants should be treated as derivative liabilities pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contract in Entity’s Own Equity (“ASC 815-40”) rather than as equity. Based on this, the original filing must be amended to classify the warrants as liabilities measured at fair value upon issuance, with any subsequent changes in fair value reported in our Statement of Operations each reporting period.As all material restatement information will be included in this Report, we do not intend to separately amend Megalith Financial Acquisition Corp.’s (“Megalith”) Annual Reports on Form 10-K for the years ended December 31, 2019 and 2018, or any of Megalith’s previously filed Quarterly Reports on Form 10-Q. Accordingly, investors and others should rely on the financial information and other disclosures regarding the periods described above in this Report and in future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the Relevant Period. | ||
Entity Central Index Key | 0001725872 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38633 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3410369 | ||
Entity Address, Address Line One | 535 5th Ave, 29th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 212 | ||
Local Phone Number | 235-0430 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 43,178 | $ 482,665 |
Prepaid expenses and other assets | 40,672 | 37,571 |
Total current assets | 83,850 | 520,236 |
OTHER ASSETS | ||
Marketable securities held in trust account | 27,713,815 | 175,410,617 |
Escrow for private placement | 20,002,872 | |
Total other assets | 47,716,687 | 175,410,617 |
TOTAL ASSETS | 47,800,537 | 175,930,853 |
CURRENT LIABILITIES | ||
Accounts payable | 1,656,199 | 111,968 |
Private placement received in advance | 20,002,872 | |
Income taxes payable | 572,160 | |
Franchise taxes payable | 30,000 | 80,000 |
Due to affiliates | 45,000 | |
Total current liabilities | 21,734,071 | 764,128 |
LONG TERM LIABILITIES | ||
Deferred underwriting fee payable | 6,771,556 | 6,771,556 |
Warrant Liability | 75,973,939 | 7,639,893 |
Total long term liabilities | 82,745,495 | 14,411,449 |
Total liabilities | 104,479,566 | 15,175,577 |
COMMITMENTS AND CONTINGENCIES | ||
Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 and 15,421,314 shares at redemption value of $10.10 per share at December 31, 2020 and December 31, 2019, respectively. | 26,781,301 | 155,755,276 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Retained earnings | (83,460,753) | 4,999,426 |
Total stockholders’ equity | (83,460,330) | 5,000,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 47,800,537 | 175,930,853 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value | 151 | |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value | $ 423 | $ 423 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares | 2,651,614 | 15,421,314 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.10 | $ 10.10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 1,507,575 |
Common stock, shares outstanding | 0 | 1,507,575 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,232,222 | 4,232,222 |
Common stock, shares outstanding | 4,232,222 | 4,232,222 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES | ||
General and administrative | $ 292,252 | $ 155,854 |
Legal and professional fees | 1,532,958 | 219,533 |
Franchise tax | 200,000 | 200,000 |
Support services - related party | 185,384 | 224,000 |
Total expenses | 2,210,594 | 799,387 |
OTHER INCOME | ||
Other income | 212,129 | |
Change in fair value of warrant liability | (68,334,046) | 1,909,973 |
Interest income on investments held in Trust Account | 1,405,514 | 3,950,927 |
Total other income | (66,716,403) | 5,860,900 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (68,926,997) | 5,061,513 |
Income tax expense | 297,748 | 788,018 |
NET INCOME (LOSS) | $ (69,224,745) | $ 4,273,495 |
Class A Common Stock | ||
OTHER INCOME | ||
Weighted average shares outstanding of common stock (in Shares) | 8,655,806 | 16,928,889 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.13 | $ 0.18 |
Class B Common Stock | ||
OTHER INCOME | ||
Weighted average shares outstanding of common stock (in Shares) | 4,232,222 | 4,232,222 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (16.62) | $ 0.31 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional paid-in capital | Retained earnings | Total |
Balance at Dec. 31, 2018 | $ 193 | $ 423 | $ 4,999,384 | $ 5,000,000 | |
Balance (in Shares) at Dec. 31, 2018 | 1,930,693 | 4,232,222 | |||
Change in shares of Class A common stock subject to redemption | $ (42) | (4,273,453) | (4,273,495) | ||
Change in shares of Class A common stock subject to redemption (in Shares) | (423,118) | ||||
Net income (loss) | 4,273,495 | 4,273,495 | |||
Balance at Dec. 31, 2019 | $ 151 | $ 423 | 4,999,426 | 5,000,000 | |
Balance (in Shares) at Dec. 31, 2019 | 1,507,575 | 4,232,222 | |||
Reclassification from Temporary Equity to APIC | $ 1,276 | 128,972,698 | 128,973,974 | ||
Redemption of Class A common stock | $ (1,427) | (148,208,645) | (148,210,072) | ||
Redemption of Class A common stock (in Shares) | (14,277,275) | ||||
Reclassification from APIC to retained earnings | 19,235,947 | (19,235,435) | 512 | ||
Net income (loss) | (69,224,745) | (69,224,745) | |||
Balance at Dec. 31, 2020 | $ 423 | $ (83,460,753) | $ (83,460,330) | ||
Balance (in Shares) at Dec. 31, 2020 | (12,769,700) | 4,232,222 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (69,224,745) | $ 4,273,495 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned in Trust Account | (1,405,514) | (3,950,927) |
Other income remitted directly to Trust Account | (212,129) | |
Change in fair value of warrant liability | 68,334,046 | (1,909,973) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (3,101) | 34,298 |
Accounts payable | 1,544,231 | (146,591) |
Income taxes payable | (572,160) | 355,314 |
Franchise taxes payable | (50,000) | (120,000) |
Net cash flows used in operating activities | (1,589,372) | (1,464,384) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash released from Trust Account for Class A common stock redemptions | 148,155,560 | |
Cash moved to escrow from private placement received in advance | (20,002,872) | |
Investment income released from Trust Account to pay taxes | 1,104,885 | 754,104 |
Net cash flows provided by financing activities | 129,257,573 | 754,104 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash used for Class A common stock redemptions | (148,155,560) | |
Proceeds from private placement received in advance | 20,002,872 | |
Proceeds from due to affiliates | 45,000 | |
Net cash flows used in financing activities | (128,107,688) | |
NET CHANGE IN CASH | (439,487) | (710,280) |
CASH, BEGINNING OF YEAR | 482,665 | 1,192,945 |
CASH, END OF YEAR | 43,178 | 482,665 |
Supplemental disclosure of noncash activities: | ||
Change in value of Class A common stock subject to possible redemption | (128,973,974) | 4,273,495 |
Supplemental cash flow disclosure: | ||
Income taxes paid | $ 904,885 | $ 432,704 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations BM Technologies, Inc. (formerly known as Megalith Financial Acquisition Corp.) (the “Company”) was incorporated in Delaware on November 13, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Business Combination On January 4, 2021 the Company consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank. Business Prior to the Business Combination All business activity of the Company through December 31, 2020 related to the Company’s formation and Initial Public Offering, which is described below, searching for a business target and consummation of the Business Combination. The Company did not generate any operating revenues through the completion of the Business Combination. The Company did generate non-operating income in the form of interest income earned on marketable securities from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on August 23, 2018. On August 28, 2018, the Company consummated the Initial Public Offering of 15,000,000 units (“Units”) with respect to the Class A Common Stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,560,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, MFA Investor Holdings, LLC ($5,810,000) (the “Sponsor”) and Chardan Capital Markets, LLC ($750,000) (“Chardan”), generating gross proceeds of $6,560,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $10,521,211, consisting of $3,192,889 of underwriting fees, $6,771,556 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $556,766 of other costs. As described in Note 5, the $6,771,556 deferred underwriting fee became payable upon completion of the Business Combination. Following the closing of the Initial Public Offering on August 28, 2018, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On September 21, 2018, the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778. Entry Into a Materially Definitive Agreement On August 6, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and (“Merger Sub”) a wholly-owned subsidiary of the Company, BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”) and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (the “Stockholder”). Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), BankMobile will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Surviving Corporation”). The aggregate consideration to be paid pursuant to the Merger Agreement to the Stockholder will be an amount (the “Merger Consideration”) equal to: (i) $140,000,000 (the “Enterprise value”), minus (ii) $9,324,323 (“Sponsor Equity Adjustment”), plus (or minus, if negative) (iii) BankMobile’s net working capital less a target net working capital of $10,000,000, minus (iv) the aggregate amount of any outstanding indebtedness of BankMobile at Closing, and minus (v) the amount of any unpaid transaction expenses of BankMobile, the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing. The Merger Consideration will consist of cash and stock. The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus (B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”), less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing; plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve in the amount of $5,000,000. The stock portion of the Merger Consideration consists of a number of shares of the Company’s Class A common stock (the “Merger Consideration Shares”) with an aggregate value equal to (the “Merger Consideration Share Amount”) (a) the Merger Consideration, minus (b) the Cash Consideration, with the Stockholder receiving a number of shares of the Company Class A common stock equal to the Merger Consideration Share Amount, divided by $10.38 (the “Per Share Price”). The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the net working capital, the outstanding indebtedness of BankMobile and any unpaid transaction expenses of BankMobile, as of the Closing Date. If the adjustment is a negative adjustment in favor of the Company, the Stockholder will deliver to the Company a number of shares of Class A common stock of the Company with a value equal to the absolute value of the adjustment amount (with each share valued at the Per Share Price). If the adjustment is a positive adjustment in favor of BankMobile, the Company will issue to the Stockholder an additional number of shares of Class A common stock of the Company with a value equal to the adjustment amount (with each share valued at the Per Share Price). The Merger Consideration is also subject to reduction for the indemnification obligations of the Stockholder. On November 2, 2020, the Company entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of August 6, 2020 (the “Original Agreement”, and as amended, including by the First Amendment, the “Merger Agreement”), by and among, the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile, and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and with Customers Bancorp, a Pennsylvania corporation and the sole shareholder of Customers Bank (“Customers Bancorp”). The Original Agreement provided that a portion of the consideration payable to Customers Bank in the Proposed Transaction was to be paid in shares (the “Merger Consideration Shares”) of the Company’s Class A common stock to Customers Bank. Pursuant to the First Amendment, the Original Agreement was amended to provide that (i) Customers Bancorp would become a party to the Merger Agreement, (ii) the Merger Consideration Shares will now be issued to the stockholders of Customers Bancorp, and (iii) Customers Bancorp may at its discretion, upon written notice to the Company, redirect or reallocate the distribution of the Merger Consideration Shares at any time prior to the closing of the Proposed Transaction (the “Closing”) to other parties. Additionally, the Original Agreement was amended to provide that, subject to certain exceptions, there will be restrictions on the sale or transfer of the Merger Consideration Shares for a period of twelve months after the Closing, rather than for a period of 180 days after the Closing as contemplated by the Lock-Up Agreement attached to the Original Agreement. Going Concern and Liquidity In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company had until January 4, 2021 to consummate one or more business combinations, meeting certain conditions, or else it would cease all operations except for the purpose of liquidating. The Company closed a qualified business combination on January 4, 2021. Management had initially determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raised substantial doubt about the Company’s ability to continue as a going concern. Given that the Company underwent the business combination on January 4, 2021, the conditions raising substantial doubt concerning the Company’s ability to continue as a going concern have been alleviated. Restatement of Previously Issued Annual Financial Statements The Company has restated its financial statements as of December 31, 2020, for the years ended December 31, 2020 and December 31, 2019, as well as the unaudited financial statements for the three month periods ended March 31, 2020 and 2019, the three and six month periods ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance for warrants, recognizing them as equity instead of a warrant liability, under the guidance of ASC 815-40, Contracts in Entity’s Own Equity, and not properly accounting for the entire amount of redeemable common shares as temporary equity carried at redemption value in accordance with the guidance in ASC 480. See Note 9 - Restatement of Previously Issued Financial Statements for additional information regarding the errors identified and the restatement adjustments made to the financial statements |
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 accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and MFAC Merger Sub Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net income. Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Redeemable Common Stock As discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public stockholders outstanding contained a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”) Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26, 2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. If additional paid in capital is reduced to zero, any additional charges are applied against accumulated deficit. Accordingly, at December 31, 2020, 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. At December 31, 2019, 15,421,314 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,910,981 were charged to stockholders’ equity and $610,230 allocated to the issuance of warrant liability were charged to statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income 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 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and franchise taxes of $497,748 and $988,018 by the weighted average number of shares of Class A common stock outstanding for the years ended December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Warrants The Company accounts for warrants issued in accordance with the guidance contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 815, “Derivatives and Hedging,” under which the warrants for shares of the Company’s common stock that are not indexed to its own stock do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, warrants are classified as liabilities at their fair value and adjusted at each reporting period. Any change in fair value is recognized as a component of other income (expense), net on the Statement of Operations. Adjustment of liability for changes in fair value will be continued until the earlier of the expiration or exercise of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. 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 balance sheet 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. For the years ended December 31, 2020 and 2019, the change in the valuation allowance was $422,225, and $125,871, respectively. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision for income taxes is comprised of the following for the years ended: December 31, December 31, 2020 2019 Current Expense 297,748 788,018 Deferred Expense (422,225 ) (125,871 ) Change in Valuation Allowance 422,225 125,871 Total Income Tax Expense 297,748 788,018 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2020 and 2019, the valuation allowance was $657,341 and $235,116, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21 % Change in fair value of derivative warrant liabilities -20.8 % -7.92 % State taxes, net of federal tax benefit 0 % 0 % Valuation allowance -0.6 % 2.5 % Income tax (benefit) expense -0.4 % 15.6 % Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Trust Account The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having 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 Rule 2a-7 of the Investment Company Act. The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. |
Initial Public Offering and Pri
Initial Public Offering and Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering And Private Placement [Abstract] | |
Initial Public Offering and Private Placement | Note 3 — Initial Public Offering and Private Placement Pursuant to the Initial Public Offering, the Company sold 16,928,889 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On November 13, 2017, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”) for an aggregate price of $25,000. The Founder Shares converted into Class A common stock upon consummation of the Merger on a one-for-one basis. The Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 80,278 Founder Shares on September 21, 2018. The Founder Shares forfeited by the Sponsor were cancelled by the Company. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and Chardan purchased an aggregate of 6,560,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (5,810,000 by the Sponsor and 750,000 by Chardan) for an aggregate purchase price of $6,560,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). Concurrently with the underwriter’s partial exercise of the over-allotment, the Company consummated a private sale of an additional 385,778 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Unit generating gross proceeds of $385,778. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the underwriter’s partial exercise of the over-allotment are held in the Trust Account. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated August 23, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On November 27, 2017, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, amended and restated on June 30, 2018 (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2018 or as soon as practical after the Initial Public Offering. The Company had drawn $2,000 on the Note as of December 31, 2017 and had borrowed an additional $105,500 in 2018. The Company fully repaid these amounts to the Sponsor in September 2018. Support Services The Company presently occupies office space provided by an affiliate of the Sponsor. The affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain administrative and support services, available to the Company, as may be required by the Company from time to time. The Company will pay the affiliate an aggregate of $2,000 per month for such office space, administrative and support services. The Company ceased paying for the office space in October 2020. For the years ending December 31, 2020 and 2019, the total support services costs were $20,000 and $24,000, respectively. The Company agreed to pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering. The Company ceased paying the President on approximately November 15, 2020. The total amount paid to this entity was $165,384 and $200,000 for the two years in the period ended December 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Underwriting Agreement The Company had granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On September 21, 2018, the underwriters exercised a partial exercise of their overallotment option and purchased 1,928,889 units at a purchase price of $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 6 – Warrants Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company agreed to as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $24.00 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. In addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value. The Private Placement Warrants are identical to the Public Warrants, 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 purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Accounting for Warrants – Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statements of Operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Common Stock Class A Common Stock — F-15 Class B Common Stock Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B Common Stock were automatically converted into Class A common stock at the time of a Merger on a one-for-one basis. Preferred Stock Private Placement In connection with the Private Placement, the Sponsor, the Company, and a PIPE Investor entered into an agreement (“Agreement to Transfer Sponsor Securities”), pursuant to which the Sponsor will transfer 178,495 founder shares and 1,311,501 private placement warrants to the PIPE Investor, unless such transfer would trigger a warrant price adjustment under the warrant agreement. After the Closing until the PIPE Investor, its affiliates or managed funds collectively hold less than 15% of the issued and outstanding common stock of the Company. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 8 —Fair Value Measurement The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 27,713,815 $ 175,410,617 Liabilities: Public Warrants 1 $ 49,093,778 $ 5,417,244 Private Placement Warrants 2 $ 26,880,161 $ 2,222,649 There were no transfers between different levels of the valuation hierarchy during the years ended December 31, 2020 or 2019. Transfer to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. Public prices are used as valuation inputs for both the public and private warrants. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 9 — Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for settlement of cash in a tender offer that is different than the underlying stock and the potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the public warrants and the private placement warrants issued in connection with the Company’s initial public offering that were originally recorded as equity. Because these warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, and have the tender offer provisions that could preference one of our two classes of stock in the event of such tender offer, these warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. Accordingly, due to this restatement, the public warrants and the private placement warrants are now classified as a liability on the Company’s balance sheet at December 31, 2020 and December 31, 2019 and related interim periods. These warrants are measured at fair value initially and subsequently at each reporting date with changes in the fair value recognized as a gain or loss in the Company’s statements of operations. These warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting impact relating to changes in the fair value of these warrants. The Company’s management has concluded it is appropriate to restate (i) the Company’s previously issued audited financial statements as of December 31, 2020 and December 31, 2019, as previously reported in its Form 10-K and (ii) quarterly unaudited financial statements for the quarterly periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The impact of this correction to the applicable reporting periods for the financial statement line items impacted are presented as of and for the years ended December 31, 2020 and 2019. The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods as previously reported to the restated amounts. The Restatement Adjustments below reflect the entries to record the liability for the Public and Private Warrants issued as part of Megalith Financial Acquisition Corp.’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability at the end of each period presented. The fair value of the Public and Private Warrants was $13.8 million and $9.5 million at the initial offering and December 31, 2018, respectively. In addition, it was determined an expense of approximately $0.6 million was incurred related to costs directly associated with the issuance of the Public Warrants. These effects are reflected in the restated equity balances at January 1, 2019. For each subsequent quarter and year end, the liability was revalued and the change in fair value reflected in “Change in fair value of warrant liability” in the Statement of Operations. December 31, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 43,178 $ - $ 43,178 Prepaid expenses and other assets 40,672 - 40,672 Total current assets 83,850 - 83,850 OTHER ASSETS Marketable securities held in trust account 27,713,815 - 27,713,815 Escrow for private placement 20,002,872 - 20,002,872 Total other assets 47,716,687 - 47,716,687 TOTAL ASSETS 47,800,537 - 47,800,537 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 1,656,199 - 1,656,199 Private placement received in advance 20,002,872 - 20,002,872 Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates 45,000 - 45,000 Total current liabilities 21,734,071 - 21,734,071 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 75,973,939 75,973,939 Total long term liabilities 6,771,556 75,973,939 82,745,495 Total liabilities 28,505,627 75,973,939 104,479,566 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 shares at redemption value of $10.10 per share at December 31, 2020 14,294,907 12,486,394 26,781,301 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 2,651,614 shares subject to possible redemption), as of December 31, 2020 124 (124 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2020 423 - 423 Additional paid-in capital 3,233,443 (3,233,443 ) - Retained earnings (accumulated deficit) 1,766,013 (85,226,766 ) (83,460,753 ) Total stockholders’ equity 5,000,003 (88,460,333 ) (83,460,330 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 47,800,537 $ 0 $ 47,800,537 December 31, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 482,665 $ - $ 482,665 Prepaid expenses and other assets 37,571 - 37,571 Total current assets 520,236 - 520,236 OTHER ASSETS Marketable securities held in trust account 175,410,617 - 175,410,617 Escrow for private placement - - - Total other assets 175,410,617 - 175,410,617 TOTAL ASSETS 175,930,853 - 175,930,853 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 111,968 - 111,968 Private placement received in advance - - - Income taxes payable 572,160 - 572,160 Franchise taxes payable 80,000 - 80,000 Due to affiliates - - - Total current liabilities 764,128 - 764,128 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,639,893 7,639,893 Total long term liabilities 6,771,556 7,639,893 14,411,449 Total liabilities 7,535,684 7,639,893 15,175,577 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,421,314 shares at redemption value of $10.10 per share at December 31, 2019 163,395,164 (7,639,888 ) 155,755,276 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,507,575 shares issued and outstanding (excluding 15,421,314 shares subject to possible redemption), as of December 31, 2019 76 75 151 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2019 423 - 423 Additional paid-in capital 2,342,794 (2,342,794 ) - Retained earnings (accumulated deficit) 2,656,712 2,342,714 4,999,426 Total stockholders’ equity 5,000,005 (5 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,930,853 $ 0 $ 175,930,853 For the year ended December 31, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 292,252 $ - $ 292,252 Legal and professional fees 1,532,958 - 1,532,958 Franchise tax 200,000 - 200,000 Support services - related party 185,384 - 185,384 Total expenses 2,210,594 - 2,210,594 OTHER INCOME Other income 212,129 - 212,129 Change in fair value of warrant liability (68,334,046 ) (68,334,046 ) Interest income on investments held in Trust Account 1,405,514 - 1,405,514 Total other income 1,617,643 (68,334,046 ) (66,716,403 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (592,951 ) (68,334,046 ) (68,926,997 ) Income tax expense 297,748 - 297,748 NET LOSS $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Weighted average shares outstanding of Class A common stock 8,655,806 - 8,655,806 Basic and diluted net income per share, Class A $ 0.13 $ (0.00 ) $ 0.13 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.48 ) $ (16.14 ) $ (16.62 ) For the year ended December 31, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 155,854 $ - $ 155,854 Legal and professional fees 219,533 - 219,533 Franchise tax 200,000 - 200,000 Support services - related party 224,000 - 224,000 Total expenses 799,387 - 799,387 OTHER INCOME Other income - - - Change in fair value of warrant liability 1,909,973 1,909,973 Interest income on investments held in Trust Account 3,950,927 - 3,950,927 Total other income 3,950,927 1,909,973 5,860,900 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 3,151,540 1,909,973 5,061,513 Income tax expense 788,018 - 788,018 NET INCOME $ 2,363,522 $ 1,909,973 $ 4,273,495 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.18 $ (0.00 ) $ 0.18 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.14 ) $ 0.45 $ 0.31 For the year ended December 31, 2020 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,405,514 ) - (1,405,514 ) Other income remitted directly to Trust Account (212,129 ) - (212,129 ) Change in fair value of warrant liability - 68,334,046 68,334,046 Changes in operating assets and liabilities: Prepaid expenses and other assets (3,101 ) - (3,101 ) Accounts payable 1,544,231 - 1,544,231 Income taxes payable (572,160 ) - (572,160 ) Franchise taxes payable (50,000 ) - (50,000 ) Net cash flows used in operating activities (1,589,372 ) - (1,589,372 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 148,155,560 - 148,155,560 Cash moved to escrow from private placement received in advance (20,002,872 ) - (20,002,872 ) Investment income released from Trust Account to pay taxes 1,104,885 - 1,104,885 Net cash flows provided by financing activities 129,257,573 - 129,257,573 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (148,155,560 ) - (148,155,560 ) Proceeds from private placement received in advance 20,002,872 - 20,002,872 Proceeds from due to affiliates 45,000 - 45,000 Net cash flows used in financing activities (128,107,688 ) - (128,107,688 ) NET CHANGE IN CASH (439,487 ) - (439,487 ) CASH, BEGINNING OF YEAR 482,665 - 482,665 CASH, END OF YEAR $ 43,178 $ - $ 43,178 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ (149,100,257 ) $ 20,126,283 $ (128,973,974 ) Supplemental cash flow disclosure: Income taxes paid $ 904,885 $ - $ 904,885 For the year ended December 31, 2019 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 2,363,522 $ 1,909,973 $ 4,273,495 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (3,950,927 ) - (3,950,927 ) Other income remitted directly to Trust Account - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 34,298 - 34,298 Accounts payable (146,591 ) - (146,591 ) Income taxes payable 355,314 - 355,314 Franchise taxes payable (120,000 ) - (120,000 ) Net cash flows used in operating activities (1,464,384 ) - (1,464,384 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions - - - Cash moved to escrow from private placement received in advance - - - Investment income released from Trust Account to pay taxes 754,104 - 754,104 Net cash flows provided by financing activities 754,104 - 754,104 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions - - - Proceeds from private placement received in advance - - - Proceeds from due to affiliates - - - Net cash flows used in financing activities - - - NET CHANGE IN CASH (710,280 ) - (710,280 ) CASH, BEGINNING OF YEAR 1,192,945 - 1,192,945 CASH, END OF YEAR $ 482,665 $ - $ 482,665 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 2,363,521 $ 1,909,974 $ 4,273,495 Supplemental cash flow disclosure: Income taxes paid $ 432,704 $ - $ 432,704 The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, March 31, 2019, June 30, 2019 and September 30, 2019. March 31, 2020 (unaudited) As Restatement As ASSETS CURRENT ASSETS Cash $ 311,303 $ - $ 311,303 Prepaid expenses and other assets 26,946 - 26,946 Total current assets 338,249 - 338,249 OTHER ASSETS Marketable securities held in trust account 176,763,122 - 176,763,122 Escrow for private placement - - Total other assets 176,763,122 - 176,763,122 TOTAL ASSETS 177,101,371 - 177,101,371 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 122,977 - 122,977 Private placement received in advance - - - Income taxes payable 845,702 - 845,702 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 1,018,679 - 1,018,679 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 5,252,427 5,252,427 Total long term liabilities 6,771,556 5,252,427 12,023,983 Total liabilities 7,790,235 5,252,427 13,042,662 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,748,387 shares at redemption value of $10.10 per share at March 31, 2020 164,311,133 (5,252,424 ) 159,058,709 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,180,502 shares issued and outstanding (excluding 15,748,387 shares subject to possible redemption), as of March 31, 2020 67 51 118 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 1,426,834 (1,426,834 ) - Retained earnings 3,572,679 1,426,780 4,999,459 Total stockholders’ equity 5,000,003 (3 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 177,101,371 $ 0 $ 177,101,371 June 30, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 599,156 $ - $ 599,156 Prepaid expenses and other assets 16,321 - 16,321 Total current assets 615,477 - 615,477 OTHER ASSETS Marketable securities held in trust account 33,164,861 - 33,164,861 Escrow for private placement - - Total other assets 33,164,861 - 33,164,861 TOTAL ASSETS 33,780,338 - 33,780,338 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 221,898 - 221,898 Private placement received in advance - - - Income taxes payable 271,937 - 271,937 Franchise taxes payable 20,000 - 20,000 Due to affiliates - - Total current liabilities 513,835 - 513,835 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 20,054,720 20,054,720 Total long term liabilities 6,771,556 20,054,720 26,826,276 Total liabilities 7,285,391 20,054,720 27,340,111 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at June 30, 2020 21,494,941 10,774,599 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of June 30, 2020 108 (108 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2020 423 - 423 Additional paid-in capital 1,671,219 (1,671,219 ) - Retained earnings (accumulated deficit) 3,328,256 (29,157,993 ) (25,829,737 ) Total stockholders’ equity 5,000,006 (30,829,320 ) (25,829,314 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,780,338 $ 0 $ 33,780,338 September 30, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 11,009 - $ 11,009 Prepaid expenses and other assets 74,997 - 74,997 Total current assets 86,006 - 86,006 OTHER ASSETS Marketable securities held in trust account 33,178,146 - 33,178,146 Escrow for private placement - - Total other assets 33,178,146 - 33,178,146 TOTAL ASSETS 33,264,152 - 33,264,152 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 951,622 - 951,622 Private placement received in advance - - - Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates - - Total current liabilities 981,622 - 981,622 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 18,049,387 18,049,387 Total long term liabilities 6,771,556 18,049,387 24,820,943 Total liabilities 7,753,178 18,049,387 25,802,565 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at September 30, 2020 20,510,971 11,758,569 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of September 30, 2020 117 (117 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2020 423 - 423 Additional paid-in capital 2,655,181 (2,655,181 ) - Retained earnings (accumulated deficit) 2,344,282 (27,152,659 ) (24,808,377 ) Total stockholders’ equity 5,000,003 (29,807,957 ) (24,807,954 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,264,152 $ (0 ) $ 33,264,152 March 31, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 853,425 $ - $ 853,425 Prepaid expenses and other assets 69,446 - 69,446 Total current assets 922,871 - 922,871 OTHER ASSETS Marketable securities held in trust account 173,274,478 - 173,274,478 Escrow for private placement - - Total other assets 173,274,478 - 173,274,478 TOTAL ASSETS 174,197,349 - 174,197,349 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 343,598 - 343,598 Private placement received in advance - - Income taxes payable 429,131 - 429,131 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 822,729 - 822,729 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 6,684,907 6,684,907 Total long term liabilities 6,771,556 6,684,907 13,456,463 Total liabilities 7,594,285 6,684,907 14,279,192 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,338,432 shares at redemption value of $10.10 per share at March 31, 2019 161,603,060 (6,684,902 ) 154,918,158 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,590,457 shares issued and outstanding (excluding 15,338,432 shares subject to possible redemption), as of March 31, 2019 94 65 159 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 4,134,879 (4,134,879 ) - Retained earnings 864,608 4,134,810 4,999,418 Total stockholders’ equity 5,000,004 (4 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,197,349 $ 0 $ 174,197,349 June 30, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 429,215 $ - $ 429,215 Prepaid expenses and other assets 58,821 - 58,821 Total current assets 488,036 - 488,036 OTHER ASSETS Marketable securities held in trust account 174,189,472 - 174,189,472 Escrow for private placement - - Total other assets 174,189,472 - 174,189,472 TOTAL ASSETS 174,677,508 - 174,677,508 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 247,967 - 247,967 Private placement received in advance - - Income taxes payable 324,096 - 324,096 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 612,063 - 612,063 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,162,400 7,162,400 Total long term liabilities 6,771,556 7,162,400 13,933,956 Total liabilities 7,383,619 7,162,400 14,546,019 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,359,553 shares at redemption value of $10.10 per share at June 30, 2019. 162,293,880 (7,162,391 ) 155,131,489 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,569,336 shares issued and outstanding (excluding 15,359,553 shares subject to possible redemption), as of June 30, 2019 87 70 157 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2019 423 - 423 Additional paid-in capital 3,444,067 (3,444,067 ) - Retained earnings 1,555,432 3,443,988 4,999,420 Total stockholders’ equity 5,000,009 (9 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,677,508 $ 0 $ 174,677,508 September 30, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 685,621 $ - $ 685,621 Prepaid expenses and other assets 48,196 - 48,196 Total current assets 733,817 - 733,817 OTHER ASSETS Marketable securities held in trust account 174,618,157 - 174,618,157 Escrow for private placement - - Total other assets 174,618,157 - 174,618,157 TOTAL ASSETS 175,351,974 - 175,351,974 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 236,169 - 236,169 Private placement received in advance - - Income taxes payable 448,145 - 448,145 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 724,314 - 724,314 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 9,072,373 9,072,373 Total long term liabilities 6,771,556 9,072,373 15,843,929 Total liabilities 7,495,870 9,072,373 16,568,243 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,226,112 shares at redemption value of $10.10 per share at September 30, 2019 162,856,097 (9,072,366 ) 153,783,731 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,702,777 shares issued and outstanding (excluding 15,226,112 shares subject to possible redemption), as of September 30, 2019 81 90 171 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2019 423 - 423 Additional paid-in capital 2,881,856 (1,534,111 ) 1,347,745 Retained earnings 2,117,647 1,534,015 3,651,662 Total stockholders’ equity 5,000,007 (7 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,351,974 $ 0 $ 175,351,974 The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 19,074 $ - $ 19,074 Legal and professional fees 41,768 - 41,768 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 162,996 - 162,996 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,387,467 2,387,467 Interest income on investments held in Trust Account 1,352,505 - 1,352,505 Total other income 1,352,505 2,387,467 3,739,972 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,189,509 2,387,467 3,576,976 Income tax expense 273,542 - 273,542 NET INCOME $ 915,967 $ 2,387,467 $ 3,303,434 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.06 $ 0.00 $ 0.06 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ 0.57 $ 0.54 For the three months ended June 30, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 13,820 $ - $ 13,820 Legal and professional fees 161,571 - 161,571 Franchise tax 50,000 - 50,000 Support services - related party 59,846 - 59,846 Total expenses 285,237 - 285,237 OTHER INCOME Other income - - - Change in fair value of warrant liability - (14,802,294 ) (14,802,294 ) Interest income on investments held in Trust Account 38,392 - 38,392 Total other income 38,392 (14,802,294 ) (14,763,902 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (246,845 ) (14,802,294 ) (15,049,139 ) Income tax expense (2,422 ) - (2,422 ) NET LOSS $ (244,423 ) $ (14,802,294 ) $ (15,046,717 ) Weighted average shares outstanding of Class A common stock 11,740,532 - 11,740,532 Basic and diluted net income per share, Class A $ - $ (0.00 ) $ (0.00 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.06 ) $ (3.49 ) $ (3.55 ) For the three months ended September 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 49,172 $ - $ 49,172 Legal and professional fees 853,628 - 853,628 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 1,004,954 - 1,004,954 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,005,333 2,005,333 Interest income on investments held in Trust Account 13,285 - 13,285 Total other income 13,285 2,005,333 2,018,618 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (991,669 ) 2,005,333 1,013,664 Income tax expense (7,695 ) - (7,695 ) NET INCOME $ (983,974 ) $ 2,005,333 $ 1,021,359 Weighted average shares outstanding of Class A common stock 3,195,004 - 3,195,004 Basic and diluted net income per share, Class A $ - $ (0.01 ) $ (0.01 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.23 ) $ 0.48 $ 0.25 For the six months ended June 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 32,895 $ - $ 32,895 Legal and professional fees 203,338 - 203,338 Franchise tax 100,000 - 100,000 Support services - related party 112,000 - 112,000 Total expenses 448,233 - 448,233 OTHER INCOME Other income - - - Change in fair value of warrant liability - (12,414,827 ) (12,414,827 ) Interest income on investments held in Trust Account 1,390,897 - 1,390,897 Total other income 1,390,897 (12,414,827 ) (11,023,930 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 942,664 (12,414,827 ) (11,472,163 ) Income tax expense 271,120 - 271,120 NET LOSS $ 671,544 $ (12,414,827 ) $ (11,743,283 ) Weighted average shares outstanding of Class A common stock 14,334,711 - 14,334,711 Basic and diluted net income per share, Class A $ 0.07 $ 0.00 $ 0.07 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.08 ) $ (2.94 ) $ (3.02 ) For the nine months ended September 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 82,067 $ - $ 82,067 Legal and professional fees 1,056,966 - 1,056,966 Franchise tax 150,000 - 150,000 Support services - related party 164,154 - 164,154 Total expenses 1,453,187 - 1,453,187 OTHER INCOME Other income - - - Change in fair value of warrant liability - (10,409,494 ) (10,409,494 ) Interest income on investments held in Trust Account 1,404,182 - 1,404,182 Total other income (10,409,494 ) (9,005,312 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (49,005 ) (10,409,494 ) (10,458,499 ) Income tax expense 263,425 - 263,425 NET LOSS $ (312,430 ) $ (10,409,494 ) $ (10,721,924 ) Weighted average shares outstanding of Class A common stock 10,566,869 - 10,566,869 Basic and diluted net income per share, Class A $ 0.09 $ 0.00 $ 0.09 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.31 ) $ (2.46 ) $ (2.77 ) For the three months ended March 31, 2019 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 123,248 $ - $ 123,248 Legal and professional fees 51,579 - 51,579 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 276,981 - 276,981 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,864,960 2,864,960 Interest income on investments held in Trust Account 1,060,684 - 1,060,684 Total other income 1,060,684 2,864,960 3,925,644 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 783,703 2,864,960 3,648,663 Income tax expense 212,285 - 212,285 NET INCOME $ 571,418 $ 2,864,960 $ 3,436,378 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.05 ) $ 0.67 $ 0.62 For the three months ended June 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 17,263 $ - $ 17,263 Legal and professional fees 57,769 - 57,769 Franchise tax 70,000 - 70,000 Support services - related party 59,846 - 59,846 Total expenses 204,878 - 204,878 OTHER INCOME Other income - - - Change in fair value of warrant liability - (477,493 ) (477,493 ) Interest income on investments held in Trust Account 1,115,194 - 1,115,194 Total other income 1,115,194 (477,493 ) 637,701 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 910,316 (477,493 ) 432,823 Income tax expense 219,492 - 219,492 NET INCOME $ 690,824 $ (477,493 ) $ 213,331 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ (0.11 ) $ (0.14 ) For the three months ended September 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 24,411 $ - $ 24,411 Legal and professional fees 30,383 - 30,383 Franchise tax 40,000 - 40,000 Support services - related party 52,154 - 52,154 Total expenses 146,948 - 146,948 OTHER INCOME Other income - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Interest income on investments held in Trust Account 887,300 - 887,300 Total other income 887,300 (1,909,973 ) (1,022,673 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 740,352 (1,909,973 ) (1,169,621 ) Income tax expense 178,137 - 178,137 NET LOSS $ 562,215 $ (1,909,973 ) $ (1,347,758 ) Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.04 $ (0.00 ) $ 0.04 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Bas |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On January 4, 2021 the Company consummated the business combination (the “Closing”) contemplated by the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the “Merger Agreement”), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (“Customers Bank”), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank. As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiary of the Company, and (ii) the Company’s name was changed from Megalith Financial Acquisition Corp. to BM Technologies, Inc. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued on July 12, 2021. Other than the restatements above in Note 9, the Company determined that there have been no other events that have occurred that would require adjustments to the disclosures of the consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and MFAC Merger Sub Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassification | Reclassification Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. These reclassifications had no effect on the previously reported net income. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 1 – Description of Organization and Business Operations, all of the 16,928,889 shares held by public stockholders outstanding contained a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with Financial Accounting Standard Board (“FASB”) Topic ASC 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. On May 26, 2020, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. If additional paid in capital is reduced to zero, any additional charges are applied against accumulated deficit. Accordingly, at December 31, 2020, 2,651,614 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. At December 31, 2019, 15,421,314 shares of Class A common stock included in the units at the Public Offering were classified outside of permanent equity at approximately $10.10 per share. |
Offering Costs | Offering Costs Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounting to $9,910,981 were charged to stockholders’ equity and $610,230 allocated to the issuance of warrant liability were charged to statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Corporation coverage limits of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
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 per share is computed by dividing net income 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 23,874,667 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account and Other Income of $1,617,643 and $3,950,927, net of applicable income and franchise taxes of $497,748 and $988,018 by the weighted average number of shares of Class A common stock outstanding for the years ended December 31, 2020 and December 31, 2019, respectively. Net income (loss) per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Warrants | Warrants The Company accounts for warrants issued in accordance with the guidance contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 815, “Derivatives and Hedging,” under which the warrants for shares of the Company’s common stock that are not indexed to its own stock do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, warrants are classified as liabilities at their fair value and adjusted at each reporting period. Any change in fair value is recognized as a component of other income (expense), net on the Statement of Operations. Adjustment of liability for changes in fair value will be continued until the earlier of the expiration or exercise of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
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 balance sheet 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. For the years ended December 31, 2020 and 2019, the change in the valuation allowance was $422,225, and $125,871, respectively. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts were accrued for the payment of interest and as of December 31, 2020 or 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total provision for income taxes is comprised of the following for the years ended: December 31, December 31, 2020 2019 Current Expense 297,748 788,018 Deferred Expense (422,225 ) (125,871 ) Change in Valuation Allowance 422,225 125,871 Total Income Tax Expense 297,748 788,018 The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - The deferred tax assets as of December 31, 2020 and 2019 were comprised of the tax effect of cumulative temporary differences as follows: December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2020 and 2019, the valuation allowance was $657,341 and $235,116, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21 % Change in fair value of derivative warrant liabilities -20.8 % -7.92 % State taxes, net of federal tax benefit 0 % 0 % Valuation allowance -0.6 % 2.5 % Income tax (benefit) expense -0.4 % 15.6 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Trust Account | Trust Account The Trust Account can be invested in U.S. government securities, within the meaning set forth in the Investment Company Act, having 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 Rule 2a-7 of the Investment Company Act. The Company’s amended and restated certificate of incorporation provide that, other than the withdrawal of interest to pay income and franchise taxes and up to $100,000 of interest to pay dissolution expenses if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete a Business Combination within the Combination Period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of total provision (benefit) for income taxes | December 31, December 31, 2020 2019 Current Expense 297,748 788,018 Deferred Expense (422,225 ) (125,871 ) Change in Valuation Allowance 422,225 125,871 Total Income Tax Expense 297,748 788,018 |
Schedule of net deferred tax assets and liabilities | December 31, December 31, Deferred tax assets $ 657,341 $ 235,116 Deferred tax liabilities - - Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Net deferred tax assets $ - $ - |
Schedule of tax effect of cumulative temporary differences | December 31, December 31, Capitalized expenses before business combination $ 657,341 $ 235,116 Valuation allowance for deferred tax assets (657,341 ) (235,116 ) Total $ - $ - |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate | December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21 % Change in fair value of derivative warrant liabilities -20.8 % -7.92 % State taxes, net of federal tax benefit 0 % 0 % Valuation allowance -0.6 % 2.5 % Income tax (benefit) expense -0.4 % 15.6 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 31, December 31, Assets: Marketable securities in Trust Account 1 $ 27,713,815 $ 175,410,617 Liabilities: Public Warrants 1 $ 49,093,778 $ 5,417,244 Private Placement Warrants 2 $ 26,880,161 $ 2,222,649 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | December 31, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 43,178 $ - $ 43,178 Prepaid expenses and other assets 40,672 - 40,672 Total current assets 83,850 - 83,850 OTHER ASSETS Marketable securities held in trust account 27,713,815 - 27,713,815 Escrow for private placement 20,002,872 - 20,002,872 Total other assets 47,716,687 - 47,716,687 TOTAL ASSETS 47,800,537 - 47,800,537 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 1,656,199 - 1,656,199 Private placement received in advance 20,002,872 - 20,002,872 Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates 45,000 - 45,000 Total current liabilities 21,734,071 - 21,734,071 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 75,973,939 75,973,939 Total long term liabilities 6,771,556 75,973,939 82,745,495 Total liabilities 28,505,627 75,973,939 104,479,566 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 2,651,614 shares at redemption value of $10.10 per share at December 31, 2020 14,294,907 12,486,394 26,781,301 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 2,651,614 shares subject to possible redemption), as of December 31, 2020 124 (124 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2020 423 - 423 Additional paid-in capital 3,233,443 (3,233,443 ) - Retained earnings (accumulated deficit) 1,766,013 (85,226,766 ) (83,460,753 ) Total stockholders’ equity 5,000,003 (88,460,333 ) (83,460,330 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 47,800,537 $ 0 $ 47,800,537 December 31, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 482,665 $ - $ 482,665 Prepaid expenses and other assets 37,571 - 37,571 Total current assets 520,236 - 520,236 OTHER ASSETS Marketable securities held in trust account 175,410,617 - 175,410,617 Escrow for private placement - - - Total other assets 175,410,617 - 175,410,617 TOTAL ASSETS 175,930,853 - 175,930,853 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 111,968 - 111,968 Private placement received in advance - - - Income taxes payable 572,160 - 572,160 Franchise taxes payable 80,000 - 80,000 Due to affiliates - - - Total current liabilities 764,128 - 764,128 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,639,893 7,639,893 Total long term liabilities 6,771,556 7,639,893 14,411,449 Total liabilities 7,535,684 7,639,893 15,175,577 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,421,314 shares at redemption value of $10.10 per share at December 31, 2019 163,395,164 (7,639,888 ) 155,755,276 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,507,575 shares issued and outstanding (excluding 15,421,314 shares subject to possible redemption), as of December 31, 2019 76 75 151 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of December 31, 2019 423 - 423 Additional paid-in capital 2,342,794 (2,342,794 ) - Retained earnings (accumulated deficit) 2,656,712 2,342,714 4,999,426 Total stockholders’ equity 5,000,005 (5 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,930,853 $ 0 $ 175,930,853 March 31, 2020 (unaudited) As Restatement As ASSETS CURRENT ASSETS Cash $ 311,303 $ - $ 311,303 Prepaid expenses and other assets 26,946 - 26,946 Total current assets 338,249 - 338,249 OTHER ASSETS Marketable securities held in trust account 176,763,122 - 176,763,122 Escrow for private placement - - Total other assets 176,763,122 - 176,763,122 TOTAL ASSETS 177,101,371 - 177,101,371 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 122,977 - 122,977 Private placement received in advance - - - Income taxes payable 845,702 - 845,702 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 1,018,679 - 1,018,679 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 5,252,427 5,252,427 Total long term liabilities 6,771,556 5,252,427 12,023,983 Total liabilities 7,790,235 5,252,427 13,042,662 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,748,387 shares at redemption value of $10.10 per share at March 31, 2020 164,311,133 (5,252,424 ) 159,058,709 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,180,502 shares issued and outstanding (excluding 15,748,387 shares subject to possible redemption), as of March 31, 2020 67 51 118 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 1,426,834 (1,426,834 ) - Retained earnings 3,572,679 1,426,780 4,999,459 Total stockholders’ equity 5,000,003 (3 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 177,101,371 $ 0 $ 177,101,371 June 30, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 599,156 $ - $ 599,156 Prepaid expenses and other assets 16,321 - 16,321 Total current assets 615,477 - 615,477 OTHER ASSETS Marketable securities held in trust account 33,164,861 - 33,164,861 Escrow for private placement - - Total other assets 33,164,861 - 33,164,861 TOTAL ASSETS 33,780,338 - 33,780,338 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 221,898 - 221,898 Private placement received in advance - - - Income taxes payable 271,937 - 271,937 Franchise taxes payable 20,000 - 20,000 Due to affiliates - - Total current liabilities 513,835 - 513,835 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 20,054,720 20,054,720 Total long term liabilities 6,771,556 20,054,720 26,826,276 Total liabilities 7,285,391 20,054,720 27,340,111 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at June 30, 2020 21,494,941 10,774,599 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of June 30, 2020 108 (108 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2020 423 - 423 Additional paid-in capital 1,671,219 (1,671,219 ) - Retained earnings (accumulated deficit) 3,328,256 (29,157,993 ) (25,829,737 ) Total stockholders’ equity 5,000,006 (30,829,320 ) (25,829,314 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,780,338 $ 0 $ 33,780,338 September 30, 2020 As Restatement As ASSETS CURRENT ASSETS Cash $ 11,009 - $ 11,009 Prepaid expenses and other assets 74,997 - 74,997 Total current assets 86,006 - 86,006 OTHER ASSETS Marketable securities held in trust account 33,178,146 - 33,178,146 Escrow for private placement - - Total other assets 33,178,146 - 33,178,146 TOTAL ASSETS 33,264,152 - 33,264,152 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 951,622 - 951,622 Private placement received in advance - - - Income taxes payable - - - Franchise taxes payable 30,000 - 30,000 Due to affiliates - - Total current liabilities 981,622 - 981,622 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 18,049,387 18,049,387 Total long term liabilities 6,771,556 18,049,387 24,820,943 Total liabilities 7,753,178 18,049,387 25,802,565 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 3,195,004 shares at redemption value of $10.10 per share at September 30, 2020 20,510,971 11,758,569 32,269,540 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding (excluding 3,195,004 shares subject to possible redemption), as of September 30, 2020 117 (117 ) - Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2020 423 - 423 Additional paid-in capital 2,655,181 (2,655,181 ) - Retained earnings (accumulated deficit) 2,344,282 (27,152,659 ) (24,808,377 ) Total stockholders’ equity 5,000,003 (29,807,957 ) (24,807,954 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 33,264,152 $ (0 ) $ 33,264,152 March 31, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 853,425 $ - $ 853,425 Prepaid expenses and other assets 69,446 - 69,446 Total current assets 922,871 - 922,871 OTHER ASSETS Marketable securities held in trust account 173,274,478 - 173,274,478 Escrow for private placement - - Total other assets 173,274,478 - 173,274,478 TOTAL ASSETS 174,197,349 - 174,197,349 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 343,598 - 343,598 Private placement received in advance - - Income taxes payable 429,131 - 429,131 Franchise taxes payable 50,000 - 50,000 Due to affiliates - - Total current liabilities 822,729 - 822,729 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 6,684,907 6,684,907 Total long term liabilities 6,771,556 6,684,907 13,456,463 Total liabilities 7,594,285 6,684,907 14,279,192 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,338,432 shares at redemption value of $10.10 per share at March 31, 2019 161,603,060 (6,684,902 ) 154,918,158 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,590,457 shares issued and outstanding (excluding 15,338,432 shares subject to possible redemption), as of March 31, 2019 94 65 159 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of March 31, 2020 423 - 423 Additional paid-in capital 4,134,879 (4,134,879 ) - Retained earnings 864,608 4,134,810 4,999,418 Total stockholders’ equity 5,000,004 (4 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,197,349 $ 0 $ 174,197,349 June 30, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 429,215 $ - $ 429,215 Prepaid expenses and other assets 58,821 - 58,821 Total current assets 488,036 - 488,036 OTHER ASSETS Marketable securities held in trust account 174,189,472 - 174,189,472 Escrow for private placement - - Total other assets 174,189,472 - 174,189,472 TOTAL ASSETS 174,677,508 - 174,677,508 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 247,967 - 247,967 Private placement received in advance - - Income taxes payable 324,096 - 324,096 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 612,063 - 612,063 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 7,162,400 7,162,400 Total long term liabilities 6,771,556 7,162,400 13,933,956 Total liabilities 7,383,619 7,162,400 14,546,019 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,359,553 shares at redemption value of $10.10 per share at June 30, 2019. 162,293,880 (7,162,391 ) 155,131,489 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,569,336 shares issued and outstanding (excluding 15,359,553 shares subject to possible redemption), as of June 30, 2019 87 70 157 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of June 30, 2019 423 - 423 Additional paid-in capital 3,444,067 (3,444,067 ) - Retained earnings 1,555,432 3,443,988 4,999,420 Total stockholders’ equity 5,000,009 (9 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 174,677,508 $ 0 $ 174,677,508 September 30, 2019 As Restatement As ASSETS CURRENT ASSETS Cash $ 685,621 $ - $ 685,621 Prepaid expenses and other assets 48,196 - 48,196 Total current assets 733,817 - 733,817 OTHER ASSETS Marketable securities held in trust account 174,618,157 - 174,618,157 Escrow for private placement - - Total other assets 174,618,157 - 174,618,157 TOTAL ASSETS 175,351,974 - 175,351,974 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 236,169 - 236,169 Private placement received in advance - - Income taxes payable 448,145 - 448,145 Franchise taxes payable 40,000 - 40,000 Due to affiliates - - Total current liabilities 724,314 - 724,314 LONG TERM LIABILITIES Deferred underwriting fee payable 6,771,556 - 6,771,556 Warrant Liability - 9,072,373 9,072,373 Total long term liabilities 6,771,556 9,072,373 15,843,929 Total liabilities 7,495,870 9,072,373 16,568,243 COMMITMENTS AND CONTINGENCIES Class A common stock subject to possible redemption, $0.0001 par value, 15,226,112 shares at redemption value of $10.10 per share at September 30, 2019 162,856,097 (9,072,366 ) 153,783,731 STOCKHOLDERS’ EQUITY Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,702,777 shares issued and outstanding (excluding 15,226,112 shares subject to possible redemption), as of September 30, 2019 81 90 171 Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,232,222 shares issued and outstanding as of September 30, 2019 423 - 423 Additional paid-in capital 2,881,856 (1,534,111 ) 1,347,745 Retained earnings 2,117,647 1,534,015 3,651,662 Total stockholders’ equity 5,000,007 (7 ) 5,000,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,351,974 $ 0 $ 175,351,974 |
Schedule of statements of operations | For the year ended December 31, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 292,252 $ - $ 292,252 Legal and professional fees 1,532,958 - 1,532,958 Franchise tax 200,000 - 200,000 Support services - related party 185,384 - 185,384 Total expenses 2,210,594 - 2,210,594 OTHER INCOME Other income 212,129 - 212,129 Change in fair value of warrant liability (68,334,046 ) (68,334,046 ) Interest income on investments held in Trust Account 1,405,514 - 1,405,514 Total other income 1,617,643 (68,334,046 ) (66,716,403 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (592,951 ) (68,334,046 ) (68,926,997 ) Income tax expense 297,748 - 297,748 NET LOSS $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Weighted average shares outstanding of Class A common stock 8,655,806 - 8,655,806 Basic and diluted net income per share, Class A $ 0.13 $ (0.00 ) $ 0.13 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.48 ) $ (16.14 ) $ (16.62 ) For the year ended December 31, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 155,854 $ - $ 155,854 Legal and professional fees 219,533 - 219,533 Franchise tax 200,000 - 200,000 Support services - related party 224,000 - 224,000 Total expenses 799,387 - 799,387 OTHER INCOME Other income - - - Change in fair value of warrant liability 1,909,973 1,909,973 Interest income on investments held in Trust Account 3,950,927 - 3,950,927 Total other income 3,950,927 1,909,973 5,860,900 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 3,151,540 1,909,973 5,061,513 Income tax expense 788,018 - 788,018 NET INCOME $ 2,363,522 $ 1,909,973 $ 4,273,495 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.18 $ (0.00 ) $ 0.18 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.14 ) $ 0.45 $ 0.31 For the three months ended March 31, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 19,074 $ - $ 19,074 Legal and professional fees 41,768 - 41,768 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 162,996 - 162,996 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,387,467 2,387,467 Interest income on investments held in Trust Account 1,352,505 - 1,352,505 Total other income 1,352,505 2,387,467 3,739,972 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,189,509 2,387,467 3,576,976 Income tax expense 273,542 - 273,542 NET INCOME $ 915,967 $ 2,387,467 $ 3,303,434 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.06 $ 0.00 $ 0.06 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ 0.57 $ 0.54 For the three months ended June 30, 2020 As Restatement As OPERATING EXPENSES General and administrative $ 13,820 $ - $ 13,820 Legal and professional fees 161,571 - 161,571 Franchise tax 50,000 - 50,000 Support services - related party 59,846 - 59,846 Total expenses 285,237 - 285,237 OTHER INCOME Other income - - - Change in fair value of warrant liability - (14,802,294 ) (14,802,294 ) Interest income on investments held in Trust Account 38,392 - 38,392 Total other income 38,392 (14,802,294 ) (14,763,902 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (246,845 ) (14,802,294 ) (15,049,139 ) Income tax expense (2,422 ) - (2,422 ) NET LOSS $ (244,423 ) $ (14,802,294 ) $ (15,046,717 ) Weighted average shares outstanding of Class A common stock 11,740,532 - 11,740,532 Basic and diluted net income per share, Class A $ - $ (0.00 ) $ (0.00 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.06 ) $ (3.49 ) $ (3.55 ) For the three months ended September 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 49,172 $ - $ 49,172 Legal and professional fees 853,628 - 853,628 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 1,004,954 - 1,004,954 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,005,333 2,005,333 Interest income on investments held in Trust Account 13,285 - 13,285 Total other income 13,285 2,005,333 2,018,618 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (991,669 ) 2,005,333 1,013,664 Income tax expense (7,695 ) - (7,695 ) NET INCOME $ (983,974 ) $ 2,005,333 $ 1,021,359 Weighted average shares outstanding of Class A common stock 3,195,004 - 3,195,004 Basic and diluted net income per share, Class A $ - $ (0.01 ) $ (0.01 ) Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.23 ) $ 0.48 $ 0.25 For the six months ended June 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 32,895 $ - $ 32,895 Legal and professional fees 203,338 - 203,338 Franchise tax 100,000 - 100,000 Support services - related party 112,000 - 112,000 Total expenses 448,233 - 448,233 OTHER INCOME Other income - - - Change in fair value of warrant liability - (12,414,827 ) (12,414,827 ) Interest income on investments held in Trust Account 1,390,897 - 1,390,897 Total other income 1,390,897 (12,414,827 ) (11,023,930 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 942,664 (12,414,827 ) (11,472,163 ) Income tax expense 271,120 - 271,120 NET LOSS $ 671,544 $ (12,414,827 ) $ (11,743,283 ) Weighted average shares outstanding of Class A common stock 14,334,711 - 14,334,711 Basic and diluted net income per share, Class A $ 0.07 $ 0.00 $ 0.07 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.08 ) $ (2.94 ) $ (3.02 ) For the nine months ended September 30, 2020 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 82,067 $ - $ 82,067 Legal and professional fees 1,056,966 - 1,056,966 Franchise tax 150,000 - 150,000 Support services - related party 164,154 - 164,154 Total expenses 1,453,187 - 1,453,187 OTHER INCOME Other income - - - Change in fair value of warrant liability - (10,409,494 ) (10,409,494 ) Interest income on investments held in Trust Account 1,404,182 - 1,404,182 Total other income (10,409,494 ) (9,005,312 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (49,005 ) (10,409,494 ) (10,458,499 ) Income tax expense 263,425 - 263,425 NET LOSS $ (312,430 ) $ (10,409,494 ) $ (10,721,924 ) Weighted average shares outstanding of Class A common stock 10,566,869 - 10,566,869 Basic and diluted net income per share, Class A $ 0.09 $ 0.00 $ 0.09 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.31 ) $ (2.46 ) $ (2.77 ) For the three months ended March 31, 2019 As Reported Restatement Adjustments As Restated OPERATING EXPENSES General and administrative $ 123,248 $ - $ 123,248 Legal and professional fees 51,579 - 51,579 Franchise tax 50,000 - 50,000 Support services - related party 52,154 - 52,154 Total expenses 276,981 - 276,981 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,864,960 2,864,960 Interest income on investments held in Trust Account 1,060,684 - 1,060,684 Total other income 1,060,684 2,864,960 3,925,644 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 783,703 2,864,960 3,648,663 Income tax expense 212,285 - 212,285 NET INCOME $ 571,418 $ 2,864,960 $ 3,436,378 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.05 ) $ 0.67 $ 0.62 For the three months ended June 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 17,263 $ - $ 17,263 Legal and professional fees 57,769 - 57,769 Franchise tax 70,000 - 70,000 Support services - related party 59,846 - 59,846 Total expenses 204,878 - 204,878 OTHER INCOME Other income - - - Change in fair value of warrant liability - (477,493 ) (477,493 ) Interest income on investments held in Trust Account 1,115,194 - 1,115,194 Total other income 1,115,194 (477,493 ) 637,701 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 910,316 (477,493 ) 432,823 Income tax expense 219,492 - 219,492 NET INCOME $ 690,824 $ (477,493 ) $ 213,331 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.05 $ (0.00 ) $ 0.05 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ (0.11 ) $ (0.14 ) For the three months ended September 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 24,411 $ - $ 24,411 Legal and professional fees 30,383 - 30,383 Franchise tax 40,000 - 40,000 Support services - related party 52,154 - 52,154 Total expenses 146,948 - 146,948 OTHER INCOME Other income - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Interest income on investments held in Trust Account 887,300 - 887,300 Total other income 887,300 (1,909,973 ) (1,022,673 ) INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 740,352 (1,909,973 ) (1,169,621 ) Income tax expense 178,137 - 178,137 NET LOSS $ 562,215 $ (1,909,973 ) $ (1,347,758 ) Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.04 $ (0.00 ) $ 0.04 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net loss per share, Class B $ (0.03 ) $ (0.45 ) $ (0.48 ) For the six months ended June 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 119,619 $ - $ 119,619 Legal and professional fees 130,239 - 130,239 Franchise tax 120,000 - 120,000 Support services - related party 112,000 - 112,000 Total expenses 481,858 - 481,858 OTHER INCOME Other income - - - Change in fair value of warrant liability - 2,387,467 2,387,467 Interest income on investments held in Trust Account 2,175,878 - 2,175,878 Total other income 2,175,878 2,387,467 4,563,345 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,694,020 2,387,467 4,081,487 Income tax expense 431,778 - 431,778 NET INCOME $ 1,262,242 $ 2,387,467 $ 3,649,709 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.10 $ (0.00 ) $ 0.10 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net income per share, Class B $ - $ 0.48 $ 0.48 For the nine months ended September 30, 2019 As Restatement As OPERATING EXPENSES General and administrative $ 144,030 $ - $ 144,030 Legal and professional fees 160,622 - 160,622 Franchise tax 160,000 - 160,000 Support services - related party 164,154 - 164,154 Total expenses 628,806 - 628,806 OTHER INCOME Other income - - - Change in fair value of warrant liability - 477,493 477,493 Interest income on investments held in Trust Account 3,063,178 - 3,063,178 Total other income 3,063,178 477,493 3,540,671 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 2,434,372 477,493 2,911,865 Income tax expense 609,915 - 609,915 NET INCOME $ 1,824,457 $ 477,493 $ 2,301,950 Weighted average shares outstanding of Class A common stock 16,928,889 - 16,928,889 Basic and diluted net income per share, Class A $ 0.14 $ (0.00 ) $ 0.14 Weighted average shares outstanding of Class B common stock 4,232,222 - 4,232,222 Basic and diluted net (loss) income per share, Class B $ (0.11 ) $ 0.11 $ 0.54 |
Schedule of cash flow | For the year ended December 31, 2020 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (890,699 ) $ (68,334,046 ) $ (69,224,745 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,405,514 ) - (1,405,514 ) Other income remitted directly to Trust Account (212,129 ) - (212,129 ) Change in fair value of warrant liability - 68,334,046 68,334,046 Changes in operating assets and liabilities: Prepaid expenses and other assets (3,101 ) - (3,101 ) Accounts payable 1,544,231 - 1,544,231 Income taxes payable (572,160 ) - (572,160 ) Franchise taxes payable (50,000 ) - (50,000 ) Net cash flows used in operating activities (1,589,372 ) - (1,589,372 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 148,155,560 - 148,155,560 Cash moved to escrow from private placement received in advance (20,002,872 ) - (20,002,872 ) Investment income released from Trust Account to pay taxes 1,104,885 - 1,104,885 Net cash flows provided by financing activities 129,257,573 - 129,257,573 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (148,155,560 ) - (148,155,560 ) Proceeds from private placement received in advance 20,002,872 - 20,002,872 Proceeds from due to affiliates 45,000 - 45,000 Net cash flows used in financing activities (128,107,688 ) - (128,107,688 ) NET CHANGE IN CASH (439,487 ) - (439,487 ) CASH, BEGINNING OF YEAR 482,665 - 482,665 CASH, END OF YEAR $ 43,178 $ - $ 43,178 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ (149,100,257 ) $ 20,126,283 $ (128,973,974 ) Supplemental cash flow disclosure: Income taxes paid $ 904,885 $ - $ 904,885 For the year ended December 31, 2019 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 2,363,522 $ 1,909,973 $ 4,273,495 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (3,950,927 ) - (3,950,927 ) Other income remitted directly to Trust Account - - - Change in fair value of warrant liability - (1,909,973 ) (1,909,973 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 34,298 - 34,298 Accounts payable (146,591 ) - (146,591 ) Income taxes payable 355,314 - 355,314 Franchise taxes payable (120,000 ) - (120,000 ) Net cash flows used in operating activities (1,464,384 ) - (1,464,384 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions - - - Cash moved to escrow from private placement received in advance - - - Investment income released from Trust Account to pay taxes 754,104 - 754,104 Net cash flows provided by financing activities 754,104 - 754,104 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions - - - Proceeds from private placement received in advance - - - Proceeds from due to affiliates - - - Net cash flows used in financing activities - - - NET CHANGE IN CASH (710,280 ) - (710,280 ) CASH, BEGINNING OF YEAR 1,192,945 - 1,192,945 CASH, END OF YEAR $ 482,665 $ - $ 482,665 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 2,363,521 $ 1,909,974 $ 4,273,495 Supplemental cash flow disclosure: Income taxes paid $ 432,704 $ - $ 432,704 For the three months ended March 31, 2020 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 915,967 $ 2,387,467 $ 3,303,434 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,352,505 ) - (1,352,505 ) Change in fair value of warrant liability - (2,387,467 ) (2,387,467 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 10,625 - 10,625 Accounts payable 11,009 - 11,009 Income taxes payable 273,542 - 273,542 Franchise taxes payable (30,000 ) - (30,000 ) Net cash flows used in operating activities (171,362 ) - (171,362 ) NET DECREASE IN CASH (171,362 ) - (171,362 ) CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 311,303 - $ 311,303 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 915,969 (4,219,403 ) $ (3,303,434 ) For the six months ended June 30, 2020 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 671,544 $ (12,414,827 ) $ (11,743,283 ) Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,390,897 ) - (1,390,897 ) Change in fair value of warrant liability - 12,414,827 12,414,827 Changes in operating assets and liabilities: Prepaid expenses and other assets 21,250 - 21,250 Accounts payable 109,930 - 109,930 Income taxes payable (300,223 ) - (300,223 ) Franchise taxes payable (60,000 ) - (60,000 ) Net cash flows used in operating activities (948,396 ) - (948,396 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 142,571,767 - 142,571,767 Investment income released from Trust Account to pay taxes 1,064,887 - 1,064,887 Net cash flows used in financing activities 143,636,654 - 143,636,654 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemption (142,571,767 ) - (142,571,767 ) Net cash flows provided by financing activities (142,571,767 ) - (142,571,767 ) NET INCREASE (DECREASE) IN CASH 116,491 - 116,491 CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 599,156 $ - $ 599,156 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account 571,343 - 571,343 Change in value of Class A common stock subject to possible redemption $ (141,900,223 ) $ 18,414,488 $ (123,485,735 ) For the nine months ended September 30, 2020 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (312,430 ) $ (10,409,494 ) $ (10,721,924 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (1,404,182 ) - (1,404,182 ) Change in fair value of warrant liability - 10,409,494 10,409,494 Changes in operating assets and liabilities: Prepaid expenses and other assets (37,426 ) - (37,426 ) Accounts payable 839,654 - 839,654 Income taxes payable (572,160 ) - (572,160 ) Franchise taxes payable (50,000 ) - (50,000 ) Net cash flows used in operating activities (1,536,544 ) - (1,536,544 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions 142,571,768 - 142,571,768 Investment income released from Trust Account to pay taxes 1,064,888 - 1,064,888 Net cash flows provided by investing activities 143,636,656 - 143,636,656 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemptions (142,571,768 ) - (142,571,768 ) Net cash flows used in financing activities (142,571,768 ) - (142,571,768 ) NET DECREASE IN CASH (471,656 ) - (471,656 ) CASH, BEGINNING OF PERIOD 482,665 - 482,665 CASH, END OF PERIOD $ 11,009 $ - $ 11,009 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account $ 904,885 $ - $ 904,885 Change in value of Class A common stock subject to possible redemption $ (142,884,193 ) $ 19,398,458 $ (123,485,735 ) For the three months ended March 31, 2019 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 571,418 $ 2,864,960 $ 3,436,378 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (1,060,684 ) - (1,060,684 ) Change in fair value of warrant liability - (2,864,960 ) (2,864,960 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 2,423 - 2,423 Accounts payable 85,039 - 85,039 Income taxes payable 212,285 - 212,285 Franchise taxes payable (150,000 ) - (150,000 ) Net cash flows used in operating activities (339,519 ) - (339,519 ) NET DECREASE IN CASH (339,520 ) - (339,520 ) CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 CASH, END OF PERIOD $ 853,425 - 853,425 Supplemental disclosure of noncash activities: Change in value of Class A common stock subject to possible redemption $ 571,417 2,864,961 3,436,378 For the six months ended June 30, 2019 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,262,242 $ 2,387,467 $ 3,649,709 Adjustments to reconcile net income to net cash used in operating activities: Interest earned in Trust Account (2,175,878 ) - (2,175,878 ) Change in fair value of warrant liability - (2,387,467 ) (2,387,467 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 13,048 - 13,048 Accounts payable (10,592 ) - (10,592 ) Income taxes payable 107,250 - 107,250 Franchise taxes payable (160,000 ) - (160,000 ) Net cash flows used in operating activities (963,930 ) (963,930 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash released from Trust Account for Class A common stock redemptions - - - Investment income released from Trust Account to pay taxes 200,200 - 200,200 Net cash flows used in financing activities 200,200 - 200,200 CASH FLOWS FROM FINANCING ACTIVITIES Cash used for Class A common stock redemption - - - Net cash flows provided by financing activities - - - NET INCREASE (DECREASE) IN CASH (763,730 ) - (763,730 ) CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 CASH, END OF PERIOD $ 429,215 $ - $ 429,215 Supplemental disclosure of noncash activities: Federal income taxes paid from operating account $ 324,528 $ - $ 324,528 Change in value of Class A common stock subject to possible redemption $ 1,262,237 $ 2,387,472 $ 3,649,709 For the nine months ended September 30, 2019 As Restatement As CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,824,457 $ 477,493 $ 2,301,950 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned in Trust Account (3,063,178 ) - (3,063,178 ) Change in fair value of warrant liability - (477,493 ) (477,493 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 23,673 - 23,673 Accounts payable (22,390 ) - (22,390 ) Income taxes payable 231,299 - 231,299 Franchise taxes payable (160,000 ) - (160,000 ) - Net cash flows used in operating activities (1,166,139 ) - (1,166,139 ) - CASH FLOWS FROM INVESTING ACTIVITIES - Cash released from Trust Account for Class A common stock redemptions - - - Investment income released from Trust Account to pay taxes 658,815 - 658,815 - Net cash flows provided by investing activities 658,815 - 658,815 - CASH FLOWS FROM FINANCING ACTIVITIES - Cash used for Class A common stock redemptions - - - - Net cash flows used in financing activities - - - - NET DECREASE IN CASH (507,324 ) - (507,324 ) - CASH, BEGINNING OF PERIOD 1,192,945 - 1,192,945 - CASH, END OF PERIOD $ 685,621 $ - $ 685,621 - Supplemental disclosure of noncash activities: - Federal income taxes paid from operating account $ 378,616 $ - $ 378,616 Change in value of Class A common stock subject to possible redemption $ 1,824,454 $ 477,496 $ 2,301,950 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 21, 2018 | Aug. 28, 2018 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Deferred underwriting fee payable | $ 6,771,556 | ||
Public share price (in Dollars per share) | $ 10 | ||
Enterprise value | $ 140,000,000 | ||
Sponsor equity adjustment | 9,324,323 | ||
Net working capital | $ 10,000,000 | ||
Merging consideration, description | The cash portion of the Merger Consideration (“Cash Consideration”) will be equal to (A) the amount of any proceeds of the PIPE Investment (described below under “Private Placement”); plus (B) an amount equal to one-half (1/2) of the difference between the (i) cash and cash equivalents of the Company, including any funds in the Trust Account after giving effect to the completion of the redemption of shares of the Company’s public stockholders (“Redemption”), less (ii) a cash reserve to be used for the benefit of the Surviving Corporation in the Merger, in the amount of $10,000,000 (such difference between clause (i) and (ii) which resulting amount if otherwise negative shall be equal to zero, being the “Remaining Trust Account Amount”); minus (C) the Company’s transaction expenses and other liabilities of the Company due and owing at the Closing; plus (D) the cash and cash equivalents of BankMobile; minus (E) BankMobile’s unpaid transaction expenses; minus (F) a cash reserve in the amount of $5,000,000. | ||
Per share price (in Dollars per share) | $ 10.38 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of initial public offering units (in Shares) | 15,000,000 | ||
share price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 150,000,000 | ||
Offering costs for the initial public offering | $ 10,521,211 | ||
Underwriting fees | 3,192,889 | ||
Deferred underwriting fee payable | 6,771,556 | ||
Other costs | $ 556,766 | ||
Net proceeds from sale of units | $ 151,500,000 | ||
Public share price (in Dollars per share) | $ 10.10 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock, description | the Company consummated the closing of the sale of 1,928,889 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $19,288,890 and incurring additional offering costs of $964,445 in underwriting fees which were partially deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 385,778 Private Placement Warrants to the Sponsor, generating gross proceeds of $385,778. | ||
Chardan Capital Markets, LLC [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of warrants (in Shares) | 750,000 | ||
Chardan Capital Markets, LLC [Member] | Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of warrants (in Shares) | 6,560,000 | ||
Private placement warrant price per share (in Dollars per share) | $ 1 | ||
Chardan Capital Markets, LLC [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 6,560,000 | ||
Sponsor [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of warrants (in Shares) | 5,810,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 26, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares held by public stockholders outstanding (in Shares) | 16,928,889 | ||
Redeemable common stock, description | the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from May 28, 2020 to August 28, 2020 (or November 30, 2020 if the Company has executed a definitive agreement for an initial business combination by August 28, 2020, which was subsequently extended for two more months before the Merger closed on January 4, 2021). In connection with this extension, on June 3, 2020, 13,733,885 shares of Class A common stock were redeemed for an approximate total value of $142.6 million from the Trust Account. During December 2020 an additional 543,390 shares of Class A common stock were redeemed for an approximate total value of $5.6 million | ||
Offering costs | $ 9,910,981 | ||
Additional charges for underwriter's over-allotment | 610,230 | ||
Federal depository insurance coverage | $ 250,000 | ||
Aggregate shares of common stock (in Shares) | 23,874,667 | ||
Investment income earned | $ 1,617,643 | $ 3,950,927 | |
Net of applicable income and franchise taxes | 497,748 | 988,018 | |
Change in Valuation Allowance | 422,225 | 125,871 | |
Valuation allowance | 657,341 | $ 235,116 | |
Dissolution expenses | $ 100,000 | ||
Redeem public share percentage | 100.00% | ||
Public Shares unable to complete business combination | 100.00% | ||
Class A Common Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Share outstanding (in Shares) | 2,651,614 | ||
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.10 | $ 10.10 | |
Common stock subject to possible redemption, shares (in Shares) | 2,651,614 | 15,421,314 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of total provision (benefit) for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of total provision (benefit) for income taxes [Abstract] | ||
Current Expense | $ 297,748 | $ 788,018 |
Deferred Expense | (422,225) | (125,871) |
Change in Valuation Allowance | 422,225 | 125,871 |
Total Income Tax Expense | $ 297,748 | $ 788,018 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of net deferred tax assets and liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of net deferred tax assets and liabilities [Abstract] | ||
Deferred tax assets | $ 657,341 | $ 235,116 |
Deferred tax liabilities | ||
Valuation allowance for deferred tax assets | (657,341) | (235,116) |
Net deferred tax assets |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of tax effect of cumulative temporary differences - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of tax effect of cumulative temporary differences [Abstract] | ||
Capitalized expenses before business combination | $ 657,341 | $ 235,116 |
Valuation allowance for deferred tax assets | (657,341) | (235,116) |
Total |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of derivative warrant liabilities | (20.80%) | (7.92%) |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Valuation allowance | (0.60%) | 2.50% |
Income tax (benefit) expense | (0.40%) | 15.60% |
Initial Public Offering and P_2
Initial Public Offering and Private Placement (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering and Private Placement (Details) [Line Items] | |
Unit price | $ / shares | $ 10 |
Class A Common Stock [Member] | |
Initial Public Offering and Private Placement (Details) [Line Items] | |
Proposed public offering | shares | 16,928,889 |
Public warrant, description | Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 13, 2017 | Sep. 21, 2018 | Dec. 31, 2017 | Nov. 27, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Sponsor forfeited (in Shares) | 80,278 | ||||||
Aggregate amount | $ 20,002,872 | ||||||
Offering cost | $ 300,000 | ||||||
Amount drawn on notes | $ 2,000 | ||||||
Additional borrowings | $ 105,500 | ||||||
Payment of affiliate an aggregate of per month | 2,000 | ||||||
Total support services costs incurred | 20,000 | $ 24,000 | |||||
Total amount of expense | $ 165,384 | $ 200,000 | |||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of common stock shares (in Shares) | 4,312,500 | ||||||
Common stock aggregate price | $ 25,000 | ||||||
Sponsor forfeited (in Shares) | 562,500 | 80,278 | |||||
Business combination, description | The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of aggregate shares (in Shares) | 5,810,000 | ||||||
Chardan [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of aggregate shares (in Shares) | 750,000 | ||||||
President [Member] | Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination, description | The Company agreed to pay an entity affiliated with the President a fee of approximately $16,667 per month until the earlier of the consummation of the Business Combination or liquidation. A bonus of $78,000 was paid out after the successful completion of the Initial Public Offering. | ||||||
Private Placement Warrants [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate price (in Dollars per share) | $ 1 | ||||||
Purchase of aggregate shares (in Shares) | 385,778 | ||||||
Aggregate amount | $ 385,778 | ||||||
Private Placement Warrants [Member] | Sponsor and Chardan [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate amount | $ 6,560,000 | ||||||
Aggregate price (in Dollars per share) | $ 1 | ||||||
Purchase of aggregate shares (in Shares) | 6,560,000 | ||||||
Private placement warrants, description | Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of equity or equity-linked securities). |
Commitments and Contingencies (
Commitments and Contingencies (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Sep. 21, 2018 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Description of underwriting agreement | The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $3 million in the aggregate at the closing of the Initial Public Offering and $192,889 in conjunction with the underwriters’ partial exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or approximately $6 million in the aggregate from the closing of the Initial Public Offering and $771,556 from the underwriters’ partial exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional units of shares | 2,250,000 | |
Underwriters exercised a partial exercise | 1,928,889 | |
Purchase price (in Dollars per share) | $ 10 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Warrant [Member] | |
Warrants (Details) [Line Items] | |
Public warrants for redemption, description | ●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 to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $24.00 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. |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Public warrants for redemption, description | In addition, except in the case of the Private Placement Warrants purchased by Chardan, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 240% of the Market Value. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2017 | |
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Forfeiture of shares | 80,278 | ||
Common stock, shares, issued, percentage | 15.00% | ||
Common stock, shares, outstanding, percentage | 15.00% | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Value of shares issued to PIPE Investors (in Dollars) | $ 20,000,000 | ||
IPO [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares, issued, percentage | 20.00% | ||
Common stock, shares, outstanding, percentage | 20.00% | ||
Founder Shares [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Shares transferred | 178,495 | ||
Private Placement [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Shares transferred | 1,311,501 | ||
Class A Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Outstanding | 1,507,575 | ||
Common stock shares issued | 0 | 1,507,575 | |
Common stock subject to possible redemption shares | 1,415,287 | 16,177,739 | |
Common Stock, Shares, Outstanding | 0 | 1,507,575 | |
Class B Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Description of common stock conversion basis | Holders of Class B Common Stock are entitled to one vote for each share. | ||
Common Stock, Shares, Outstanding | 4,232,222 | 4,232,222 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of fair value on a recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Level 1 [Member] | ||
Assets: | ||
Marketable securities in Trust Account | $ 27,713,815 | $ 175,410,617 |
Liabilities: | ||
Public Warrants | 49,093,778 | 5,417,244 |
Level 2 [Member] | ||
Liabilities: | ||
Private Placement Warrants | $ 26,880,161 | $ 2,222,649 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Fair value of public warrants | $ 13.8 |
Fair value of private warrants | 9.5 |
Incurred related to costs directly | $ 0.6 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
As Reported [Member] | |||||||||
CURRENT ASSETS | |||||||||
Cash | $ 43,178 | $ 11,009 | $ 599,156 | $ 311,303 | $ 482,665 | $ 685,621 | $ 429,215 | $ 853,425 | |
Prepaid expenses and other assets | 40,672 | 74,997 | 16,321 | 26,946 | 37,571 | 48,196 | 58,821 | 69,446 | |
Total current assets | 83,850 | 86,006 | 615,477 | 338,249 | 520,236 | 733,817 | 488,036 | 922,871 | |
OTHER ASSETS | |||||||||
Marketable securities held in trust account | 27,713,815 | 33,178,146 | 33,164,861 | 176,763,122 | 175,410,617 | 174,618,157 | 174,189,472 | 173,274,478 | |
Escrow for private placement | 20,002,872 | ||||||||
Total other assets | 47,716,687 | 33,178,146 | 33,164,861 | 176,763,122 | 175,410,617 | 174,618,157 | 174,189,472 | 173,274,478 | |
TOTAL ASSETS | 47,800,537 | 33,264,152 | 33,780,338 | 177,101,371 | 175,930,853 | 175,351,974 | 174,677,508 | 174,197,349 | |
CURRENT LIABILITIES | |||||||||
Accounts payable | 1,656,199 | 951,622 | 221,898 | 122,977 | 111,968 | 236,169 | 247,967 | 343,598 | |
Private placement received in advance | 20,002,872 | ||||||||
Income taxes payable | 271,937 | 845,702 | 572,160 | 448,145 | 324,096 | 429,131 | |||
Franchise taxes payable | 30,000 | 30,000 | 20,000 | 50,000 | 80,000 | 40,000 | 40,000 | 50,000 | |
Due to affiliates | 45,000 | ||||||||
Total current liabilities | 21,734,071 | 981,622 | 513,835 | 1,018,679 | 764,128 | 724,314 | 612,063 | 822,729 | |
LONG TERM LIABILITIES | |||||||||
Deferred underwriting fee payable | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | |
Warrant Liability | |||||||||
Total long term liabilities | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | |
Total liabilities | 28,505,627 | 7,753,178 | 7,285,391 | 7,790,235 | 7,535,684 | 7,495,870 | 7,383,619 | 7,594,285 | |
Class A common stock subject to possible redemption | 14,294,907 | 20,510,971 | 21,494,941 | 164,311,133 | 163,395,164 | 162,856,097 | 162,293,880 | 161,603,060 | |
STOCKHOLDERS’ EQUITY | |||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||||||
Class A Common Stock value | 124 | 117 | 108 | 67 | 76 | 81 | 87 | 94 | |
Class B Common Stock Value | 423 | 423 | 423 | 423 | 423 | 423 | 423 | 423 | |
Additional paid-in capital | 3,233,443 | 2,655,181 | 1,671,219 | 1,426,834 | 2,342,794 | 2,881,856 | 3,444,067 | 4,134,879 | |
Retained earnings (accumulated deficit) | 1,766,013 | 2,344,282 | 3,328,256 | 3,572,679 | 2,656,712 | 2,117,647 | 1,555,432 | 864,608 | |
Total stockholders’ equity | 5,000,003 | 5,000,003 | 5,000,006 | 5,000,003 | 5,000,005 | 5,000,007 | 5,000,009 | 5,000,004 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 47,800,537 | 33,264,152 | 33,780,338 | 177,101,371 | 175,930,853 | 175,351,974 | 174,677,508 | 174,197,349 | |
Restatement Adjustments [Member] | |||||||||
CURRENT ASSETS | |||||||||
Cash | |||||||||
Prepaid expenses and other assets | |||||||||
Total current assets | |||||||||
OTHER ASSETS | |||||||||
Marketable securities held in trust account | |||||||||
Escrow for private placement | |||||||||
Total other assets | |||||||||
TOTAL ASSETS | |||||||||
CURRENT LIABILITIES | |||||||||
Accounts payable | |||||||||
Private placement received in advance | |||||||||
Income taxes payable | |||||||||
Franchise taxes payable | |||||||||
Due to affiliates | |||||||||
Total current liabilities | |||||||||
LONG TERM LIABILITIES | |||||||||
Deferred underwriting fee payable | |||||||||
Warrant Liability | 75,973,939 | 18,049,387 | 20,054,720 | 5,252,427 | 7,639,893 | 9,072,373 | 7,162,400 | 6,684,907 | |
Total long term liabilities | 75,973,939 | 18,049,387 | 20,054,720 | 5,252,427 | 7,639,893 | 9,072,373 | 7,162,400 | 6,684,907 | |
Total liabilities | 75,973,939 | 18,049,387 | 20,054,720 | 5,252,427 | 7,639,893 | 9,072,373 | 7,162,400 | 6,684,907 | |
Class A common stock subject to possible redemption | 12,486,394 | 11,758,569 | 10,774,599 | (5,252,424) | (7,639,888) | (9,072,366) | (7,162,391) | (6,684,902) | |
STOCKHOLDERS’ EQUITY | |||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||||||
Class A Common Stock value | (124) | (117) | (108) | 51 | 75 | 90 | 70 | 65 | |
Class B Common Stock Value | |||||||||
Additional paid-in capital | (3,233,443) | (2,655,181) | (1,671,219) | (1,426,834) | (2,342,794) | (1,534,111) | (3,444,067) | (4,134,879) | |
Retained earnings (accumulated deficit) | (85,226,766) | (27,152,659) | (29,157,993) | 1,426,780 | 2,342,714 | 1,534,015 | 3,443,988 | 4,134,810 | |
Total stockholders’ equity | (88,460,333) | (29,807,957) | (30,829,320) | (3) | (5) | (7) | (9) | (4) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
As Restated [Member] | |||||||||
CURRENT ASSETS | |||||||||
Cash | 43,178 | 11,009 | 599,156 | 311,303 | 482,665 | 685,621 | 429,215 | 853,425 | $ 1,192,945 |
Prepaid expenses and other assets | 40,672 | 74,997 | 16,321 | 26,946 | 37,571 | 48,196 | 58,821 | 69,446 | |
Total current assets | 83,850 | 86,006 | 615,477 | 338,249 | 520,236 | 733,817 | 488,036 | 922,871 | |
OTHER ASSETS | |||||||||
Marketable securities held in trust account | 27,713,815 | 33,178,146 | 33,164,861 | 176,763,122 | 175,410,617 | 174,618,157 | 174,189,472 | 173,274,478 | |
Escrow for private placement | 20,002,872 | ||||||||
Total other assets | 47,716,687 | 33,178,146 | 33,164,861 | 176,763,122 | 175,410,617 | 174,618,157 | 174,189,472 | 173,274,478 | |
TOTAL ASSETS | 47,800,537 | 33,264,152 | 33,780,338 | 177,101,371 | 175,930,853 | 175,351,974 | 174,677,508 | 174,197,349 | |
CURRENT LIABILITIES | |||||||||
Accounts payable | 1,656,199 | 951,622 | 221,898 | 122,977 | 111,968 | 236,169 | 247,967 | 343,598 | |
Private placement received in advance | 20,002,872 | ||||||||
Income taxes payable | 271,937 | 845,702 | 572,160 | 448,145 | 324,096 | 429,131 | |||
Franchise taxes payable | 30,000 | 30,000 | 20,000 | 50,000 | 80,000 | 40,000 | 40,000 | 50,000 | |
Due to affiliates | 45,000 | ||||||||
Total current liabilities | 21,734,071 | 981,622 | 513,835 | 1,018,679 | 764,128 | 724,314 | 612,063 | 822,729 | |
LONG TERM LIABILITIES | |||||||||
Deferred underwriting fee payable | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | 6,771,556 | |
Warrant Liability | 75,973,939 | 18,049,387 | 20,054,720 | 5,252,427 | 7,639,893 | 9,072,373 | 7,162,400 | 6,684,907 | |
Total long term liabilities | 82,745,495 | 24,820,943 | 26,826,276 | 12,023,983 | 14,411,449 | 15,843,929 | 13,933,956 | 13,456,463 | |
Total liabilities | 104,479,566 | 25,802,565 | 27,340,111 | 13,042,662 | 15,175,577 | 16,568,243 | 14,546,019 | 14,279,192 | |
Class A common stock subject to possible redemption | 26,781,301 | 32,269,540 | 32,269,540 | 159,058,709 | 155,755,276 | 153,783,731 | 155,131,489 | 154,918,158 | |
STOCKHOLDERS’ EQUITY | |||||||||
Class A Common Stock value | 118 | 151 | 171 | 157 | 159 | ||||
Class B Common Stock Value | 423 | 423 | 423 | 423 | 423 | 423 | 423 | 423 | |
Additional paid-in capital | 1,347,745 | ||||||||
Retained earnings (accumulated deficit) | (83,460,753) | (24,808,377) | (25,829,737) | 4,999,459 | 4,999,426 | 3,651,662 | 4,999,420 | 4,999,418 | |
Total stockholders’ equity | (83,460,330) | (24,807,954) | (25,829,314) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 47,800,537 | $ 33,264,152 | $ 33,780,338 | $ 177,101,371 | $ 175,930,853 | $ 175,351,974 | $ 174,677,508 | $ 174,197,349 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet (Parentheticals) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
As Reported [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares | 2,651,614 | 3,195,004 | 3,195,004 | 15,748,387 | 15,421,314 | 15,226,112 | 15,359,553 | 15,338,432 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
As Reported [Member] | Class A Common Stock [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 | 0 | 1,180,502 | 1,507,575 | 1,702,777 | 1,569,336 | 1,590,457 |
Common stock, shares outstanding | 0 | 0 | 0 | 1,180,502 | 1,507,575 | 1,702,777 | 1,569,336 | 1,590,457 |
As Reported [Member] | Class B Common Stock [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Common stock, shares outstanding | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Restatement Adjustments [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares | 2,651,614 | 3,195,004 | 3,195,004 | 15,748,387 | 15,421,314 | 15,226,112 | 15,359,553 | 15,338,432 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restatement Adjustments [Member] | Class A Common Stock [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 | 0 | 1,180,502 | 1,507,575 | 1,702,777 | 1,569,336 | 1,590,457 |
Common stock, shares outstanding | 0 | 0 | 0 | 1,180,502 | 1,507,575 | 1,702,777 | 1,569,336 | 1,590,457 |
Restatement Adjustments [Member] | Class B Common Stock [Member] | ||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Common stock, shares outstanding | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Reported [Member] | ||||||||||||
OPERATING EXPENSES | ||||||||||||
General and administrative | $ 49,172 | $ 13,820 | $ 19,074 | $ 24,411 | $ 17,263 | $ 123,248 | $ 32,895 | $ 119,619 | $ 82,067 | $ 144,030 | $ 292,252 | $ 155,854 |
Legal and professional fees | 853,628 | 161,571 | 41,768 | 30,383 | 57,769 | 51,579 | 203,338 | 130,239 | 1,056,966 | 160,622 | 1,532,958 | 219,533 |
Franchise tax | 50,000 | 50,000 | 50,000 | 40,000 | 70,000 | 50,000 | 100,000 | 120,000 | 150,000 | 160,000 | 200,000 | 200,000 |
Support services - related party | 52,154 | 59,846 | 52,154 | 52,154 | 59,846 | 52,154 | 112,000 | 112,000 | 164,154 | 164,154 | 185,384 | 224,000 |
Total expenses | 1,004,954 | 285,237 | 162,996 | 146,948 | 204,878 | 276,981 | 448,233 | 481,858 | 1,453,187 | 628,806 | 2,210,594 | 799,387 |
OTHER INCOME | ||||||||||||
Other income | 212,129 | |||||||||||
Change in fair value of warrant liability | ||||||||||||
Interest income on investments held in Trust Account | 13,285 | 38,392 | 1,352,505 | 887,300 | 1,115,194 | 1,060,684 | 1,390,897 | 2,175,878 | 1,404,182 | 3,063,178 | 1,405,514 | 3,950,927 |
Total other income | 13,285 | 38,392 | 1,352,505 | 887,300 | 1,115,194 | 1,060,684 | 1,390,897 | 2,175,878 | 3,063,178 | 1,617,643 | 3,950,927 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (991,669) | (246,845) | 1,189,509 | 740,352 | 910,316 | 783,703 | 942,664 | 1,694,020 | (49,005) | 2,434,372 | (592,951) | 3,151,540 |
Income tax expense | (7,695) | (2,422) | 273,542 | 178,137 | 219,492 | 212,285 | 271,120 | 431,778 | 263,425 | 609,915 | 297,748 | 788,018 |
NET INCOME (LOSS) | $ (983,974) | $ (244,423) | $ 915,967 | $ 562,215 | $ 690,824 | $ 571,418 | $ 671,544 | $ 1,262,242 | $ (312,430) | $ 1,824,457 | $ (890,699) | $ 2,363,522 |
As Reported [Member] | Class A common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | 3,195,004 | 11,740,532 | 16,928,889 | 16,928,889 | 16,928,889 | 16,928,889 | 14,334,711 | 16,928,889 | 10,566,869 | 16,928,889 | 8,655,806 | 16,928,889 |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | $ 0.04 | $ 0.05 | $ 0.05 | $ 0.07 | $ 0.10 | $ 0.09 | $ 0.14 | $ 0.13 | $ 0.18 | ||
As Reported [Member] | Class B common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Basic and diluted net income per share (in Dollars per share) | $ (0.23) | $ (0.06) | $ (0.03) | $ (0.03) | $ (0.03) | $ (0.05) | $ (0.08) | $ (0.31) | $ (0.11) | $ (0.48) | $ (0.14) | |
Restatement Adjustments [Member] | ||||||||||||
OPERATING EXPENSES | ||||||||||||
General and administrative | ||||||||||||
Legal and professional fees | ||||||||||||
Franchise tax | ||||||||||||
Support services - related party | ||||||||||||
Total expenses | ||||||||||||
OTHER INCOME | ||||||||||||
Other income | ||||||||||||
Change in fair value of warrant liability | 2,005,333 | (14,802,294) | 2,387,467 | (1,909,973) | (477,493) | 2,864,960 | (12,414,827) | $ 2,387,467 | (10,409,494) | $ 477,493 | (68,334,046) | 1,909,973 |
Interest income on investments held in Trust Account | ||||||||||||
Total other income | 2,005,333 | (14,802,294) | 2,387,467 | (1,909,973) | (477,493) | 2,864,960 | (12,414,827) | 2,387,467 | (10,409,494) | 477,493 | (68,334,046) | 1,909,973 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 2,005,333 | (14,802,294) | 2,387,467 | (1,909,973) | (477,493) | 2,864,960 | (12,414,827) | 2,387,467 | (10,409,494) | 477,493 | (68,334,046) | 1,909,973 |
Income tax expense | ||||||||||||
NET INCOME (LOSS) | $ 2,005,333 | $ (14,802,294) | $ 2,387,467 | $ (1,909,973) | $ (477,493) | $ 2,864,960 | $ (12,414,827) | $ 2,387,467 | $ (10,409,494) | $ 477,493 | $ (68,334,046) | $ 1,909,973 |
Restatement Adjustments [Member] | Class A common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | ||||||||||||
Basic and diluted net income per share (in Dollars per share) | $ (0.01) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Restatement Adjustments [Member] | Class B common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | ||||||||||||
Basic and diluted net income per share (in Dollars per share) | $ 0.48 | |||||||||||
Basic and diluted net income per share (in Dollars per share) | $ 0.48 | $ (3.49) | $ 0.57 | $ (0.45) | $ (0.11) | $ 0.67 | $ (2.94) | $ (2.46) | $ 0.11 | $ (16.14) | $ 0.45 | |
As Restated [Member] | ||||||||||||
OPERATING EXPENSES | ||||||||||||
General and administrative | $ 49,172 | $ 13,820 | $ 19,074 | $ 24,411 | $ 17,263 | $ 123,248 | $ 32,895 | $ 119,619 | $ 82,067 | $ 144,030 | $ 292,252 | $ 155,854 |
Legal and professional fees | 853,628 | 161,571 | 41,768 | 30,383 | 57,769 | 51,579 | 203,338 | 130,239 | 1,056,966 | 160,622 | 1,532,958 | 219,533 |
Franchise tax | 50,000 | 50,000 | 50,000 | 40,000 | 70,000 | 50,000 | 100,000 | 120,000 | 150,000 | 160,000 | 200,000 | 200,000 |
Support services - related party | 52,154 | 59,846 | 52,154 | 52,154 | 59,846 | 52,154 | 112,000 | 112,000 | 164,154 | 164,154 | 185,384 | 224,000 |
Total expenses | 1,004,954 | 285,237 | 162,996 | 146,948 | 204,878 | 276,981 | 448,233 | 481,858 | 1,453,187 | 628,806 | 2,210,594 | 799,387 |
OTHER INCOME | ||||||||||||
Other income | 212,129 | |||||||||||
Change in fair value of warrant liability | 2,005,333 | (14,802,294) | 2,387,467 | (1,909,973) | (477,493) | 2,864,960 | (12,414,827) | 2,387,467 | (10,409,494) | 477,493 | (68,334,046) | 1,909,973 |
Interest income on investments held in Trust Account | 13,285 | 38,392 | 1,352,505 | 887,300 | 1,115,194 | 1,060,684 | 1,390,897 | 2,175,878 | 1,404,182 | 3,063,178 | 1,405,514 | 3,950,927 |
Total other income | 2,018,618 | (14,763,902) | 3,739,972 | (1,022,673) | 637,701 | 3,925,644 | (11,023,930) | 4,563,345 | (9,005,312) | 3,540,671 | (66,716,403) | 5,860,900 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,013,664 | (15,049,139) | 3,576,976 | (1,169,621) | 432,823 | 3,648,663 | (11,472,163) | 4,081,487 | (10,458,499) | 2,911,865 | (68,926,997) | 5,061,513 |
Income tax expense | (7,695) | (2,422) | 273,542 | 178,137 | 219,492 | 212,285 | 271,120 | 431,778 | 263,425 | 609,915 | 297,748 | 788,018 |
NET INCOME (LOSS) | $ 1,021,359 | $ (15,046,717) | $ 3,303,434 | $ (1,347,758) | $ 213,331 | $ 3,436,378 | $ (11,743,283) | $ 3,649,709 | $ (10,721,924) | $ 2,301,950 | $ (69,224,745) | $ 4,273,495 |
As Restated [Member] | Class A common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | 3,195,004 | 11,740,532 | 16,928,889 | 16,928,889 | 16,928,889 | 16,928,889 | 14,334,711 | 16,928,889 | 10,566,869 | 16,928,889 | 8,655,806 | 16,928,889 |
Basic and diluted net income per share (in Dollars per share) | $ (0.01) | $ 0 | $ 0.06 | $ 0.04 | $ 0.05 | $ 0.05 | $ 0.07 | $ 0.10 | $ 0.09 | $ 0.14 | $ 0.13 | $ 0.18 |
As Restated [Member] | Class B common stock [Member] | ||||||||||||
OTHER INCOME | ||||||||||||
Weighted average shares outstanding (in Shares) | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 | 4,232,222 |
Basic and diluted net income per share (in Dollars per share) | $ 0.48 | |||||||||||
Basic and diluted net income per share (in Dollars per share) | $ 0.25 | $ (3.55) | $ 0.54 | $ (0.48) | $ (0.14) | $ 0.62 | $ (3.02) | $ (2.77) | $ 0.54 | $ (16.62) | $ 0.31 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of cash flow - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
As Reported [Member] | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income (loss) | $ (983,974) | $ (244,423) | $ 915,967 | $ 562,215 | $ 690,824 | $ 571,418 | $ 671,544 | $ 1,262,242 | $ (312,430) | $ 1,824,457 | $ (890,699) | $ 2,363,522 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
Interest earned in Trust Account | (3,063,178) | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid expenses and other assets | 23,673 | |||||||||||
Income taxes payable | 231,299 | |||||||||||
Franchise taxes payable | (160,000) | |||||||||||
Interest earned in Trust Account | (1,352,505) | (1,060,684) | (1,390,897) | (2,175,878) | (1,404,182) | (1,405,514) | (3,950,927) | |||||
Other income remitted directly to Trust Account | (212,129) | |||||||||||
Change in fair value of warrant liability | ||||||||||||
Prepaid expenses and other assets | 10,625 | 2,423 | 21,250 | 13,048 | (37,426) | (3,101) | 34,298 | |||||
Accounts payable | 11,009 | 85,039 | 109,930 | (10,592) | 839,654 | (22,390) | 1,544,231 | (146,591) | ||||
Income taxes payable | 273,542 | 212,285 | (300,223) | 107,250 | (572,160) | (572,160) | 355,314 | |||||
Franchise taxes payable | (30,000) | (150,000) | (60,000) | (160,000) | (50,000) | (50,000) | (120,000) | |||||
Net cash flows used in operating activities | (171,362) | (339,519) | (948,396) | (963,930) | (1,536,544) | (1,166,139) | (1,589,372) | (1,464,384) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Cash released from Trust Account for Class A common stock redemptions | 142,571,767 | 142,571,768 | 148,155,560 | |||||||||
Cash moved to escrow from private placement received in advance | (20,002,872) | |||||||||||
Investment income released from Trust Account to pay taxes | 1,064,887 | 200,200 | 1,064,888 | 658,815 | 1,104,885 | 754,104 | ||||||
Net cash flows used in financing activities | 143,636,654 | |||||||||||
Net cash flows provided by investing activities | 143,636,656 | |||||||||||
Net cash flows provided by financing activities | 200,200 | |||||||||||
Net cash flows provided by financing activities | 754,104 | |||||||||||
Net cash flows provided by financing activities | 129,257,573 | |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Cash used for Class A common stock redemptions | (142,571,767) | (142,571,768) | (148,155,560) | |||||||||
Net cash flows provided by financing activities | (142,571,767) | |||||||||||
Net cash flows provided by financing activities | (142,571,768) | |||||||||||
Net cash flows provided by financing activities | ||||||||||||
Proceeds from private placement received in advance | 20,002,872 | |||||||||||
Proceeds from due to affiliates | 45,000 | |||||||||||
Net cash flows provided by financing activities | (128,107,688) | |||||||||||
NET INCREASE (DECREASE) IN CASH | (171,362) | (339,520) | 116,491 | (763,730) | (471,656) | (507,324) | (439,487) | (710,280) | ||||
CASH, BEGINNING OF YEAR | 599,156 | 311,303 | 482,665 | 429,215 | 853,425 | 1,192,945 | 482,665 | 1,192,945 | 482,665 | 1,192,945 | 482,665 | 1,192,945 |
CASH, END OF YEAR | 11,009 | 599,156 | 311,303 | 685,621 | 429,215 | 853,425 | 599,156 | 429,215 | 11,009 | 685,621 | 43,178 | 482,665 |
Supplemental disclosure of noncash activities: | ||||||||||||
Federal income taxes paid from operating account | 571,343 | 324,528 | 904,885 | 378,616 | ||||||||
Change in value of Class A common stock subject to possible redemption | 915,969 | 571,417 | (141,900,223) | 1,262,237 | (142,884,193) | 1,824,454 | (149,100,257) | 2,363,521 | ||||
Supplemental cash flow disclosure: | ||||||||||||
Income taxes paid | 904,885 | 432,704 | ||||||||||
Net cash flows provided by investing activities | 658,815 | |||||||||||
Restatement Adjustments [Member] | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income (loss) | 2,005,333 | (14,802,294) | 2,387,467 | (1,909,973) | (477,493) | 2,864,960 | (12,414,827) | 2,387,467 | (10,409,494) | 477,493 | (68,334,046) | 1,909,973 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
Change in fair value of warrant liability | (477,493) | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Interest earned in Trust Account | ||||||||||||
Other income remitted directly to Trust Account | ||||||||||||
Change in fair value of warrant liability | (2,387,467) | (2,864,960) | 12,414,827 | (2,387,467) | 10,409,494 | 68,334,046 | (1,909,973) | |||||
Prepaid expenses and other assets | ||||||||||||
Accounts payable | ||||||||||||
Income taxes payable | ||||||||||||
Franchise taxes payable | ||||||||||||
Net cash flows used in operating activities | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Cash released from Trust Account for Class A common stock redemptions | ||||||||||||
Cash moved to escrow from private placement received in advance | ||||||||||||
Investment income released from Trust Account to pay taxes | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Cash used for Class A common stock redemptions | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
Proceeds from private placement received in advance | ||||||||||||
Proceeds from due to affiliates | ||||||||||||
Net cash flows used in financing activities | ||||||||||||
Net cash flows provided by financing activities | ||||||||||||
NET INCREASE (DECREASE) IN CASH | ||||||||||||
CASH, BEGINNING OF YEAR | ||||||||||||
CASH, END OF YEAR | ||||||||||||
Supplemental disclosure of noncash activities: | ||||||||||||
Change in value of Class A common stock subject to possible redemption | (4,219,403) | 2,864,961 | 18,414,488 | 2,387,472 | 19,398,458 | 477,496 | 20,126,283 | 1,909,974 | ||||
Supplemental cash flow disclosure: | ||||||||||||
Income taxes paid | ||||||||||||
As Restated [Member] | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income (loss) | 1,021,359 | (15,046,717) | 3,303,434 | (1,347,758) | 213,331 | 3,436,378 | (11,743,283) | 3,649,709 | (10,721,924) | 2,301,950 | (69,224,745) | 4,273,495 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
Interest earned in Trust Account | (3,063,178) | |||||||||||
Change in fair value of warrant liability | (477,493) | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid expenses and other assets | 23,673 | |||||||||||
Income taxes payable | 231,299 | |||||||||||
Franchise taxes payable | (160,000) | |||||||||||
Interest earned in Trust Account | (1,352,505) | (1,060,684) | (1,390,897) | (2,175,878) | (1,404,182) | (1,405,514) | (3,950,927) | |||||
Other income remitted directly to Trust Account | (212,129) | |||||||||||
Change in fair value of warrant liability | (2,387,467) | (2,864,960) | 12,414,827 | (2,387,467) | 10,409,494 | 68,334,046 | (1,909,973) | |||||
Prepaid expenses and other assets | 10,625 | 2,423 | 21,250 | 13,048 | (37,426) | (3,101) | 34,298 | |||||
Accounts payable | 11,009 | 85,039 | 109,930 | (10,592) | 839,654 | (22,390) | 1,544,231 | (146,591) | ||||
Income taxes payable | 273,542 | 212,285 | (300,223) | 107,250 | (572,160) | (572,160) | 355,314 | |||||
Franchise taxes payable | (30,000) | (150,000) | (60,000) | (160,000) | (50,000) | (50,000) | (120,000) | |||||
Net cash flows used in operating activities | (171,362) | (339,519) | (948,396) | (963,930) | (1,536,544) | (1,166,139) | (1,589,372) | (1,464,384) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Cash released from Trust Account for Class A common stock redemptions | 142,571,767 | 142,571,768 | 148,155,560 | |||||||||
Cash moved to escrow from private placement received in advance | (20,002,872) | |||||||||||
Investment income released from Trust Account to pay taxes | 1,064,887 | 200,200 | 1,064,888 | 658,815 | 1,104,885 | 754,104 | ||||||
Net cash flows used in financing activities | 143,636,654 | |||||||||||
Net cash flows provided by investing activities | 143,636,656 | |||||||||||
Net cash flows provided by financing activities | 200,200 | |||||||||||
Net cash flows provided by financing activities | 754,104 | |||||||||||
Net cash flows provided by financing activities | 129,257,573 | |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Cash used for Class A common stock redemptions | (142,571,767) | (142,571,768) | (148,155,560) | |||||||||
Net cash flows provided by financing activities | (142,571,767) | |||||||||||
Net cash flows provided by financing activities | (142,571,768) | |||||||||||
Net cash flows provided by financing activities | ||||||||||||
Proceeds from private placement received in advance | 20,002,872 | |||||||||||
Proceeds from due to affiliates | 45,000 | |||||||||||
Net cash flows used in financing activities | ||||||||||||
Net cash flows provided by financing activities | (128,107,688) | |||||||||||
NET INCREASE (DECREASE) IN CASH | (171,362) | (339,520) | 116,491 | (763,730) | (471,656) | (507,324) | (439,487) | (710,280) | ||||
CASH, BEGINNING OF YEAR | 599,156 | 311,303 | 482,665 | 429,215 | 853,425 | 1,192,945 | 482,665 | 1,192,945 | 482,665 | 1,192,945 | 482,665 | 1,192,945 |
CASH, END OF YEAR | $ 11,009 | $ 599,156 | 311,303 | $ 685,621 | $ 429,215 | 853,425 | 599,156 | 429,215 | 11,009 | 685,621 | 43,178 | 482,665 |
Supplemental disclosure of noncash activities: | ||||||||||||
Federal income taxes paid from operating account | 571,343 | 324,528 | 904,885 | 378,616 | ||||||||
Change in value of Class A common stock subject to possible redemption | $ (3,303,434) | $ 3,436,378 | $ (123,485,735) | $ 3,649,709 | $ (123,485,735) | 2,301,950 | (128,973,974) | 4,273,495 | ||||
Supplemental cash flow disclosure: | ||||||||||||
Income taxes paid | $ 904,885 | $ 432,704 | ||||||||||
Net cash flows provided by investing activities | $ 658,815 |