Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 08, 2021 | Jun. 30, 2020 | |
Entity Registrant Name | Apex Technology Acquisition Corp | ||
Document Type | 10-K/A | ||
Entity Central Index Key | 0001777921 | ||
Amendment Flag | true | ||
Amendment Description | Apex Technology Acquisition Corp (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K, or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 9, 2021, or the Original Filing, to restate our consolidated financial statements for the year ended December 31, 2020. We are also restating the financial statement as of September 19, 2019; as of December 31, 2019 and for the period April 5, 2019 (inception) to December 31, 2019; and as of and for the periods ended September 30, 2019, March 31, 2020, June 30, 2020 and September 30 , 2020, in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts. Restatement Background On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on September 19, 2019 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should have been presented as liabilities with subsequent fair value remeasurement. Therefore, the Company, in consultation with the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that its previously issued audited financial statements for the year ended December 31, 2020 should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase common stock (the “warrants”) and should no longer be relied upon. Historically, the warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the warrants issued on September 19, 2019, in light of the SEC Staff Statement. Based on this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with any subsequent changes in fair value reported in our Statement of Operations each reporting period. The change in accounting for the warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the previously reported Financial Statements or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39048 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE | ||
Entity Public Float | $ 358,400,000 | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 35,810,000 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 8,750,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 197,628 | $ 994,810 |
Prepaid expenses | 74,642 | 183,639 |
Prepaid income taxes | 477,437 | |
Total Current Assets | 749,707 | 1,178,449 |
Cash and marketable securities held in Trust Account | 351,858,320 | 351,809,163 |
TOTAL ASSETS | 352,608,027 | 352,987,612 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,408,489 | 5,000 |
Franchise tax payable | 81,255 | 148,543 |
Income taxes payable | 464,701 | |
Total Current Liabilities | 4,489,744 | 618,244 |
Deferred underwriting commissions | 13,150,000 | 13,150,000 |
Warrant liability | 77,419,100 | 20,947,150 |
TOTAL LIABILITIES | 95,058,844 | 34,715,394 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, 25,254,918 and 31,327,221 shares as of December 31, 2020 and 2019 (at $10.00 per share), respectively | 252,549,180 | 313,272,210 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Common stock | ||
Additional paid-in capital | 62,755,739 | 2,033,317 |
(Accumulated deficit) Retained earnings | (57,757,667) | 2,965,368 |
Total Stockholders' Equity | 5,000,003 | 5,000,008 |
Total Liabilities and Stockholders' Equity | 352,608,027 | 352,987,612 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | 1,056 | 448 |
Total Stockholders' Equity | 1,056 | 448 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | 875 | 875 |
Total Stockholders' Equity | $ 875 | $ 875 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 25,254,918 | 31,327,221 |
Common stock subject to possible redemption per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,555,082 | 4,482,779 |
Common stock, shares outstanding | 10,555,082 | 4,482,779 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,750,000 | 8,750,000 |
Common stock, shares outstanding | 8,750,000 | 8,750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 295,109 | $ 5,309,612 |
Franchise tax expense | 295,342 | 201,196 |
Loss from operations | (590,451) | (5,510,808) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 1,809,163 | 1,671,038 |
Change in fair value of warrant liability | 3,052,800 | (56,471,950) |
Transaction costs – warrants | (988,242) | |
Other income (expense), net | 3,873,721 | (54,800,912) |
(Loss) income before provision for income taxes | 3,283,270 | (60,311,720) |
Provision for income taxes | (317,902) | (411,315) |
Net (loss) income | $ 2,965,368 | $ (60,723,035) |
Weighted average shares outstanding of Class A redeemable common stock | 35,000,000 | 35,000,000 |
Basic and diluted net income per share, Class A redeemable common stock | $ 0.03 | $ 0.03 |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 9,062,000 | 9,560,000 |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ 0.2 | $ (6.46) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Beginning Balance at Apr. 04, 2019 | |||||
Beginning Balance, shares at Apr. 04, 2019 | |||||
Issuance of Class B common stock to Sponsor | $ 877 | 24,123 | 25,000 | ||
Issuance of Class B common stock to Sponsor, shares | 8,786,750 | ||||
Forfeiture of Class B common stock | $ (2) | 2 | |||
Forfeiture of Class B common stock, shares | (18,750) | ||||
Sale of 35,000,000 Units, net of underwriting discount and offering costs and the fair value of the Public Warrants | $ 3,500 | 307,903,300 | 307,906,800 | ||
Sale of 35,000,000 Units, net of underwriting discount and offering costs and the fair value of the Public Warrants, shares | 35,000,000 | ||||
Sale of 810,000 Private Placement Units, net of the fair value of the Private Placement Warrants | $ 81 | 7,374,969 | 7,375,050 | ||
Sale of 810,000 Private Placement Units, net of the fair value of the Private Placement Warrants, shares | 810,000 | ||||
Class A common stock subject to possible redemption | $ (3,133) | (313,269,077) | (313,272,210) | ||
Class A common stock subject to possible redemption, shares | (31,327,221) | ||||
Net income (loss) | 2,965,368 | 2,965,368 | |||
Ending Balance at Dec. 31, 2019 | $ 448 | $ 875 | 2,033,317 | 2,965,368 | 5,000,008 |
Ending Balance, shares at Dec. 31, 2019 | 4,482,779 | 8,750,000 | |||
Change in value of Class A common stock subject to possible redemption | $ 608 | 60,722,422 | 60,723,030 | ||
Change in value of Class A common stock subject to possible redemption, shares | 6,072,303 | ||||
Net income (loss) | (60,723,035) | (60,723,035) | |||
Ending Balance at Dec. 31, 2020 | $ 1,056 | $ 875 | $ 62,755,739 | $ (57,757,667) | $ 5,000,003 |
Ending Balance, shares at Dec. 31, 2020 | 10,555,082 | 8,750,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 9 Months Ended |
Dec. 31, 2019shares | |
Initial Public Offering [Member] | |
Net of underwriting discount and offering costs and the fair value of the public warrants | 35,000,000 |
Private Placement [Member] | |
Sale of private placement units | 810,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ 2,965,368 | $ (60,723,035) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,809,163) | (1,671,038) |
Change in fair value of warrant liability | (3,052,800) | 56,471,950 |
Transaction costs | 988,242 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (183,639) | 108,997 |
Prepaid income taxes | (477,437) | |
Accounts payable and accrued expenses | 151,799 | 4,256,690 |
Franchise tax payable | 148,543 | (67,288) |
Income taxes payable | 317,902 | (317,902) |
Net cash used in operating activities | (473,748) | (2,419,063) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (350,000,000) | |
Cash withdrawn from Trust Account for franchise and income taxes | 1,621,881 | |
Net cash provided by (used in) investing activities | (350,000,000) | 1,621,881 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 343,900,000 | |
Proceeds from sale of Private Units | 8,100,000 | |
Proceeds from promissory note – related party | 275,000 | |
Repayment of promissory note – related party | (275,000) | |
Payment of offering costs | (556,442) | |
Net cash provided by financing activities | 351,468,558 | |
Net Change in Cash | 994,810 | (797,182) |
Cash – Beginning of period | 994,810 | |
Cash – End of period | 994,810 | 197,628 |
Non-cash investing and financing activities: | ||
Initial classification of Class A common stock subject to possible redemption | 309,314,540 | |
Change in value of Class A common stock subject to possible redemption | 3,957,670 | (60,723,030) |
Deferred underwriting fee payable | $ 13,150,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Apex Technology Acquisition Corporation (the "Company") was incorporated in Delaware on April 5, 2019. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the software and internet technology industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has two subsidiaries, Athena Technology Merger Sub, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on October 13, 2020 ("Merger Sub 1") and Athena Technology Merger Sub 2, LLC, a wholly -owned subsidiary of the Company incorporated in Delaware on November 2, 2020 ("Merger Sub 2"). As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company's formation, its initial public offering (the "Initial Public Offering"), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of AvePoint, Inc., a Delaware corporation ("AvePoint") (see Note 7). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company's Initial Public Offering was declared effective on September 16, 2019. On September 19, 2019, the Company consummated the Initial Public Offering of 35,000,000 units ("Units" and, with respect to the Class A common stock included in the Units offered, the "Public Shares"), which included the partial exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $350,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 810,000 units (the "Placement Units") at a price of $10.00 per Placement Unit in a private placement to Apex Technology Sponsor LLC, a Delaware limited liability company (the "Sponsor") and Cantor Fitzgerald & Co. ("Cantor"), the representative of the underwriters, generating gross proceeds of $8,100,000, which is described in Note 5. Offering costs amounted to $19,806,442, consisting of $6,100,000 of underwriting fees, $13,150,000 of deferred underwriting fees and $556,442 of other offering costs. Following the closing of the Initial Public Offering on September 19, 2019, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account ("Trust Account") and 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 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. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding shares of Class A common stock (the "public stockholders") included in the public units ("Public Shares") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor has agreed to vote its Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares (as defined below), Placement Shares (as defined below) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders' rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until September 19, 2021 to consummate a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern 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 has until September 19, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 19, 2021. Management plans to continue efforts to close a business combination within the prescribed time frame. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the "tender offer provision"). In connection with the audit of the Company's financial statements for the period ended December 31, 2020, the Company's management further evaluated the warrants under Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer's common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer's common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management's evaluation, the Company's audit committee, in consultation with management, concluded that the Company's Private Placement Warrants are not indexed to the Company's common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management's evaluation, the Company's audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the "classified in shareholders' equity" criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company's operating results for the current period. The Company's accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company's previously reported operating expenses, cash flows or cash. As Previously As Reported Adjustments Restated Balance sheet as of September 19, 2019 (audited) Total Liabilities $ 13,150,815 $ 23,999,950 $ 37,150,765 Class A Common Stock Subject to Possible Redemption 333,314,490 (23,999,950 ) 309,314,540 Class A Common Stock 248 240 488 Additional Paid-in Capital 5,002,945 988,003 5,990,948 Accumulated Deficit (4,065 ) (988,243 ) (992,308 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,331,449 (2,399,995 ) 30,931,454 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 13,284,099 $ 23,829,000 $ 37,113,099 Class A Common Stock Subject to Possible Redemption 333,347,150 (23,829,000 ) 309,518,150 Class A Common Stock 248 238 486 Additional Paid-in Capital 4,970,285 817,055 5,787,340 (Accumulated Deficit) Retained Earnings 28,595 (817,293 ) (788,698 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,334,715 (2,382,900 ) 30,951,815 Balance sheet as of December 31, 2019 (audited) Total Liabilities $ 13,768,244 $ 20,947,150 $ 34,715,394 Class A Common Stock Subject to Possible Redemption 334,219,360 (20,947,150 ) 313,272,210 Class A Common Stock 239 209 448 Additional Paid-in Capital 4,098,084 (2,064,766 ) 2,033,318 Retained Earnings 900,810 2,064,558 2,965,368 Total Stockholders' Equity 5,000,008 — 5,000,008 Number of Class A common stock subject to redemption 33,421,936 (2,094,715 ) 31,327,221 Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 14,063,126 $ 16,653,150 $ 30,716,276 Class A Common Stock Subject to Possible Redemption 335,035,050 (16,653,150 ) 318,381,900 Class A Common Stock 231 166 397 Additional Paid-in Capital 3,282,402 (6,358,723 ) (3,076,321 ) Retained Earnings 1,716,495 6,358,557 8,075,052 Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,503,505 (1,665,315 ) 31,838,190 Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 14,082,333 $ 30,863,750 $ 44,946,083 Class A Common Stock Subject to Possible Redemption 334,879,810 (30,863,750 ) 304,016,060 Class A Common Stock 232 309 541 Additional Paid-in Capital 3,437,641 7,851,734 11,289,375 (Accumulated Deficit) Retained Earnings 1,561,255 (7,852,043 ) (6,290,788 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,487,981 (3,086,375 ) 30,401,606 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 13,252,231 35,173,100 48,425,331 Class A Common Stock Subject to Possible Redemption 334,703,480 (35,173,100 ) 299,530,380 Class A Common Stock 234 352 586 Additional Paid-in Capital 3,613,969 12,161,041 15,775,010 (Accumulated Deficit) Retained Earnings 1,384,926 (12,161,393 ) (10,776,467 ) Total Stockholders' Equity 5,000,004 — 5,000,004 Number of Class A common stock subject to redemption 33,470,348 (3,517,310 ) 29,953,038 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 17,639,744 $ 77,419,100 $ 95,058,844 Class A Common Stock Subject to Possible Redemption 329,968,280 (77,419,100 ) 252,549,180 Class A Common Stock 281 775 1,056 Additional Paid-in Capital 8,349,122 54,406,617 62,755,739 Accumulated Deficit (3,350,275 ) (54,407,392 ) (57,757,667 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 32,996,828 (7,741,910 ) 25,254,918 Three months ended September 30, 2019 (unaudited) Net income (loss) $ 29,595 $ (817,293 ) $ (787,698 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,855,652 - 8,855,652 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock 0.00 (0.10 ) (0.10 ) Period from April 5, 2019 (inception) to September 30, 2019 (unaudited) Net income (loss) $ 28,595 $ (817,293 ) $ (788,698 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,804,607 - 8,804,607 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock 0.00 (0.10 ) (0.10 ) Period from April 5, 2019 (inception) to December 31, 2019 (audited) Net income (loss) $ 900,810 $ 2,064,558 $ 2,965,368 Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,062,000 - 9,062,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 0.23 0.20 Three months ended March 31, 2020 (unaudited) Net income (loss) $ 815,685 4,294,000 $ 5,109,685 Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) 0.45 0.43 Three months ended June 30, 2020 (unaudited) Net income (loss) $ (155,240 ) (9,916,600 ) $ (10,071,840 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (1.04 ) (1.06 ) Six months ended June 30, 2020 (unaudited) Net income (loss) $ 660,445 $ (9,916,600 ) $ (9,256,155 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (1.04 ) (1.08 ) Three months ended September 30, 2020 (unaudited) Net income (loss) (176,329 ) (14,225,950 ) (14,402,279 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (1.49 ) (1.51 ) Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 484,116 $ (14,225,950 ) $ (13,741,834 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.06 ) (1.49 ) (1.55 ) Year ended December 31, 2020 (audited) Net income (loss) $ (4,251,085 ) $ (56,471,950 ) $ (60,723,035 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.56 ) (5.90 ) (6.46 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the "SEC"). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company's estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's Class A common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $19,806,442 were charged to stockholders' equity upon the completion of the Initial Public Offering. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements 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. 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 accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,905,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company's statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock for the periods of 35,000,000 shares. Net loss per common share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods. Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per share for common shares (in dollars, except per share amounts): Year Ended For the 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,671,038 $ 1,809,163 Income Tax and Franchise Tax (612,511 ) (613,244 ) Net Earnings $ 1,058,527 $ 1,195,919 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 35,000,000 35,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.03 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net (Loss) Income $ (60,723,035 ) $ 2,965,368 Net Earnings applicable to Redeemable Class A Common Stock (1,058,527 ) (1,195,919 ) Non-Redeemable Net Loss $ (61,781,562 ) $ 1,769,49 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Class A and B Non-Redeemable Common Stock, Basic and Diluted (1) 9,560,000 9,062,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (6.46 ) $ 0.20 Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the Company's common stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and the period from April 6, 2019 (inception) through December 31, 2019, includes the effect of 810,000 Private Units, which were issued in conjunction with the initial public offering on September 19, 2019. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 35,000,000 Units, which includes the partial exercise by the underwriters of its option to purchase an additional 4,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant ("Public Warrant"). Each whole 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 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 810,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $8,100,000, of which the Sponsor purchased 657,500 Placement Units and Cantor purchased 152,500 Placement Units. Each Placement Unit consists of one share of Class A common stock ("Placement Share") and one-half of one redeemable warrant (each, a "Placement Warrant"). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended December 31, 2019, the Sponsor purchased 7,187,500 shares (the "Founder Shares") of the Company's Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. On August 13, 2019 and September 16, 2019, the Company effected a 1.1 for 1 stock dividend and a 1.109091 for 1 stock dividend, respectively, for each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 Founder Shares issued and outstanding. All share and per share amounts were retroactively restated. The Founder Shares included an aggregate of up to 1,143,750 shares subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Initial Public Offering (excluding Placement Shares underlying the Placement Units). In connection with the underwriters' partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 18,750 Founder Shares were forfeited and 1,125,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 8,750,000 Founder Shares issued and outstanding as of December 31, 2020 and 2019. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its 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. Related Party Loans On June 25, 2019, the Sponsor loaned the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the "Promissory Note"). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. Outstanding borrowings amounting to $275,000 under the Promissory Note were repaid upon the consummation of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There are no borrowings outstanding as of December 31, 2020 and 2019. Administrative Support Agreement The Company entered into an agreement whereby, commencing on September 16, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019, the Company incurred and paid $180,000 and $50,500 in fees for these services, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, search for a target company, and/or closing of the AvePoint Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 16, 2019, the holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Placement Warrants) and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of units issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor may not exercise its demand and "piggyback" registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 4,575,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On September 19, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 4,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 75,000 Units. The underwriters were paid a cash underwriting discount of $0.20 per Unit or $6,100,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $13,150,000. 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. Business Combination Agreement On November 23, 2020, the Company entered into an Agreement and Plan of Merger (the "Business Combination Agreement") by and among the Company, Athena Technology Merger Sub, Inc., a Delaware corporation ("Merger Sub 1"), Athena Technology Merger Sub 2, LLC, a Delaware limited liability company ("Merger Sub 2"), and AvePoint, relating to a proposed business combination transaction between the Company and AvePoint. The Business Combination Agreement was amended on December 30, 2020. Pursuant to the Business Combination Agreement, Merger Sub 1 will be merged with and into AvePoint (the "First Merger"), with AvePoint surviving the First Merger as a wholly owned subsidiary of the Company, and promptly following the First Merger, AvePoint will be merged with and into Merger Sub 2 (the "Second Merger"), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of the Company. Pursuant to the terms of the Business Combination Agreement, at the effective time of the Merger: (a) The aggregate consideration to be paid to AvePoint equity shareholders will be (i) an amount in cash of approximately $262 million (the "Aggregate Cash Consideration"), minus a deduction for the PIPE Fees and (ii) 143,261,093 shares of common stock of Apex, par value $0.0001 ("Apex Common Stock"), which includes shares of Apex Common Stock that may be issuable pursuant to the exercise of exchanged AvePoint stock options (such aggregate amount, the "Aggregate Stock Consideration"). The Aggregate Stock Consideration will be increased by a number of shares of Apex Common Stock equal to the aggregate exercise price of the Exchanged Options divided by $10.00; (b) AvePoint's stockholders who hold shares of Series C Preferred Stock, par value $0.001 ("AvePoint Preferred Stock") will receive an aggregate amount of $135 million (subject to deduction for Preferred PIPE Fees) from the Aggregate Cash Consideration and will receive the balance of their consideration in shares of Apex Common Stock from the Aggregate Stock Consideration; (c) All holders of shares of common stock of AvePoint, par value $0.001 per share ("AvePoint Common Stock") other than the Named Executives will receive an aggregate amount of between $75 million and approximately $92 million in cash (subject to deduction for certain expenses) based on an election ("Cash Election") from the balance of the Aggregate Cash Consideration and will receive the remainder of their consideration in shares of Apex Common Stock from the Aggregate Stock Consideration; (d) All shares of AvePoint Common Stock and AvePoint Preferred Stock held in the treasury of AvePoint or by Apex shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (e) Each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation; (f) Each Named Executive Cash-Settled Option that is outstanding immediately prior to the Effective Time, shall be converted into the right to receive (A) an amount of cash equal to: the product of (1) the number of Named Executive Cash-Settled Options multiplied by (2) the Per Share Amount, minus (y) the aggregate exercise price attributable to such Named Executive Cash-Settled Options; and (B) the contingent right to receive a number of shares Contingent Consideration following the Closing in accordance with the Business Combination Agreement; (g) The Named Executives will receive an aggregate amount of $35 million in cash (subject to deduction for the Named Executive PIPE Fees (as defined in the Business Combination Agreement)) from the Aggregate Cash Consideration and will receive the balance of their transaction consideration in shares of Apex Common Stock from the Aggregate Stock Consideration; (h) Each AvePoint Option that is outstanding immediately prior to the Effective Time, whether vested or unvested (other than the Named Executive Cash-Settled Options and AvePoint Options granted to Eligible individuals in the People's Republic of China ("PRC Options")), shall be converted into (1) an option to purchase a number of shares of Apex Common Stock (such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (x) the number of shares of AvePoint Common Stock subject to such AvePoint Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such AvePoint Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; and (i) The PRC Options will not be continued or assumed by AvePoint, Apex or the Merger Subs as part of the Mergers. The cancelled PRC Options will be replaced and substituted for as of the Effective Time with the award of a new stock option to purchase a number of shares of Apex Common Stock pursuant to the 2021 Plan equal to the product (rounded down to the nearest whole number) of (x) the number of shares of AvePoint Common Stock subject to such PRC Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such PRC Option prior to the Effective Time divided by (B) the Exchange Ratio. The replacement stock options will be credited with vesting to the same extent as the existing PRC Options being replaced, and the new replacement awards will be subject to same vesting schedule and exercisability provisions Additionally, On November 23, 2020, Apex entered into separate subscription agreements (collectively, the "Subscription Agreements") with a number of investors (collectively, the "PIPE Investors"), pursuant to which the PIPE Investors agreed to purchase an aggregate of 14,000,000 shares of Apex Common Stock (the "PIPE Shares"), at a purchase price of $10.00 per share for an aggregate purchase price of $140,000,000, in one or more private placement transactions (the "Private Placements"). The closing of the Private Placements pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the Private Placements is to raise additional capital for use by the combined company following the Closing. Following the Closing, in addition to the Aggregate Cash Consideration and Aggregate Stock Consideration, the holders of AvePoint Preferred Stock, AvePoint Common Stock and AvePoint Options shall be issued additional shares of Apex Common Stock, as follows: (a) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $12.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (the "First Milestone") (such 1,000,000 shares of Apex Common Stock, the "First Milestone Contingent Consideration"); (b) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $15.00 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (the "Second Milestone") (such 1,000,000 shares of Apex Common Stock, the "Second Milestone Contingent Consideration"); and (c) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $17.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (the "Third Milestone") (such 1,000,000 shares of Apex Common Stock, the "Third Milestone Contingent Consideration" and together with the First Milestone Contingent Consideration and the Second Milestone Contingent Consideration, the "Contingent Consideration"). For the avoidance of doubt, the maximum amount of the Contingent Consideration is 3,000,000 shares of Apex Common Stock, in the aggregate. The parties to the Business Combination Agreement have made customary representations, warranties and covenants, including, among others, with respect to the conduct of the businesses of AvePoint and Apex during the period between execution of the Business Combination Agreement and the consummation of the Business Combination |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS' EQUITY Preferred Stock Class A Common Stock 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 will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. 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 with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption given after the warrants become exercisable; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company's net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 1,568,202 $ 61,973 Total deferred tax asset 1,568,202 61,973 Valuation allowance (1,568,202 ) (61,973 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 281,381 $ 317,902 Deferred (1,115,020 ) (61,973 ) State Current $ 129,934 $ — Deferred (391,209 ) — Change in valuation allowance 1,506,229 61,973 Income tax provision $ 411,315 $ 317,902 As of December 31, 2020 and 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $1,506,229 and $61,973, respectively. A reconciliation of the federal income tax rate to the Company's effective tax rate is as follows: As of December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.0 % 0.0 % Change in fair value of warrant liability (26.2 )% 0.0 % Change in valuation allowance (2.5 )% 5.1 % Income tax provision (0.7 )% 26.1 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities for 2019 and 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 "Investments - Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $1,455 in cash and $175,325,383 in money market funds, which are invested in U.S. Treasury Securities and $176,531,482 in U.S. Treasury Bills. At December 31, 2019, assets held in the Trust Account were comprised of $532 in cash, $94,650 in money market funds, which are invested in U.S. Treasury Securities, and $351,713,981 in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $1,621,881 of interest earned on the Trust Account to pay its franchise and income taxes. During the period ended December 31, 2019, the Company did not withdraw any interest income from the Trust Account to pay its taxes. The gross holding losses and fair value of held-to-maturity securities at December 31, 2020 and 2019 are as follows: Held-To-Maturity Amortized Cost Gross Gains Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 1/19/2021) $ 176,531,482 $ 2,987 $ 176,534,469 December 31, 2019 U.S. Treasury Securities (Mature on 3/19/2020) $ 351,713,981 $ 281,644 $ 351,995,625 The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Investments – U.S. Treasury Securities Money Market Fund 1 $ 175,325,383 $ 94,650 Liabilities: Warrant Liability – Public Warrants 1 74,900,000 20,125,000 Warrant Liability – Private Placement Warrants 3 2,519,100 822,150 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model's primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable 'blank-check' companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company's own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrant was used as the fair value as of each relevant date. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities (Level 3) Fair value as of April 5, 2019 (inception) $ — $ — $ — Initial measurement on September 19, 2019 724,950 23,275,000 23,299,950 Change in valuation inputs or other assumptions 97,200 (175,000 ) (77,800 ) Transfer from Level 3 to Level 2 measurement — (23,100,000 ) (23,100,000 ) Fair value as of December 31, 2019 822,150 — 82,500 Change in valuation inputs or other assumptions (1) 1,696,950 — 1,696,950 Fair value as of December 31, 2020 2,519,000 — 2,519,000 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $23,100,000 during the period from April 5, 2019 through December 31, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review other than as described in footnote 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the "SEC"). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company's estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's Class A common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $19,806,442 were charged to stockholders' equity upon the completion of the Initial Public Offering. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements 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. 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 accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,905,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company's statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock for the periods of 35,000,000 shares. Net loss per common share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods. Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per share for common shares (in dollars, except per share amounts): Year Ended For the 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,671,038 $ 1,809,163 Income Tax and Franchise Tax (612,511 ) (613,244 ) Net Earnings $ 1,058,527 $ 1,195,919 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 35,000,000 35,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.03 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net (Loss) Income $ (60,723,035 ) $ 2,965,368 Net Earnings applicable to Redeemable Class A Common Stock (1,058,527 ) (1,195,919 ) Non-Redeemable Net Loss $ (61,781,562 ) $ 1,769,49 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Class A and B Non-Redeemable Common Stock, Basic and Diluted (1) 9,560,000 9,062,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (6.46 ) $ 0.20 Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the Company's common stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and the period from April 6, 2019 (inception) through December 31, 2019, includes the effect of 810,000 Private Units, which were issued in conjunction with the initial public offering on September 19, 2019. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At December 31, 2020 and 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of financial statements of balance sheet, income statement | As Previously As Reported Adjustments Restated Balance sheet as of September 19, 2019 (audited) Total Liabilities $ 13,150,815 $ 23,999,950 $ 37,150,765 Class A Common Stock Subject to Possible Redemption 333,314,490 (23,999,950 ) 309,314,540 Class A Common Stock 248 240 488 Additional Paid-in Capital 5,002,945 988,003 5,990,948 Accumulated Deficit (4,065 ) (988,243 ) (992,308 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,331,449 (2,399,995 ) 30,931,454 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 13,284,099 $ 23,829,000 $ 37,113,099 Class A Common Stock Subject to Possible Redemption 333,347,150 (23,829,000 ) 309,518,150 Class A Common Stock 248 238 486 Additional Paid-in Capital 4,970,285 817,055 5,787,340 (Accumulated Deficit) Retained Earnings 28,595 (817,293 ) (788,698 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,334,715 (2,382,900 ) 30,951,815 Balance sheet as of December 31, 2019 (audited) Total Liabilities $ 13,768,244 $ 20,947,150 $ 34,715,394 Class A Common Stock Subject to Possible Redemption 334,219,360 (20,947,150 ) 313,272,210 Class A Common Stock 239 209 448 Additional Paid-in Capital 4,098,084 (2,064,766 ) 2,033,318 Retained Earnings 900,810 2,064,558 2,965,368 Total Stockholders' Equity 5,000,008 — 5,000,008 Number of Class A common stock subject to redemption 33,421,936 (2,094,715 ) 31,327,221 Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 14,063,126 $ 16,653,150 $ 30,716,276 Class A Common Stock Subject to Possible Redemption 335,035,050 (16,653,150 ) 318,381,900 Class A Common Stock 231 166 397 Additional Paid-in Capital 3,282,402 (6,358,723 ) (3,076,321 ) Retained Earnings 1,716,495 6,358,557 8,075,052 Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,503,505 (1,665,315 ) 31,838,190 Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 14,082,333 $ 30,863,750 $ 44,946,083 Class A Common Stock Subject to Possible Redemption 334,879,810 (30,863,750 ) 304,016,060 Class A Common Stock 232 309 541 Additional Paid-in Capital 3,437,641 7,851,734 11,289,375 (Accumulated Deficit) Retained Earnings 1,561,255 (7,852,043 ) (6,290,788 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 33,487,981 (3,086,375 ) 30,401,606 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 13,252,231 35,173,100 48,425,331 Class A Common Stock Subject to Possible Redemption 334,703,480 (35,173,100 ) 299,530,380 Class A Common Stock 234 352 586 Additional Paid-in Capital 3,613,969 12,161,041 15,775,010 (Accumulated Deficit) Retained Earnings 1,384,926 (12,161,393 ) (10,776,467 ) Total Stockholders' Equity 5,000,004 — 5,000,004 Number of Class A common stock subject to redemption 33,470,348 (3,517,310 ) 29,953,038 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 17,639,744 $ 77,419,100 $ 95,058,844 Class A Common Stock Subject to Possible Redemption 329,968,280 (77,419,100 ) 252,549,180 Class A Common Stock 281 775 1,056 Additional Paid-in Capital 8,349,122 54,406,617 62,755,739 Accumulated Deficit (3,350,275 ) (54,407,392 ) (57,757,667 ) Total Stockholders' Equity 5,000,003 — 5,000,003 Number of Class A common stock subject to redemption 32,996,828 (7,741,910 ) 25,254,918 Three months ended September 30, 2019 (unaudited) Net income (loss) $ 29,595 $ (817,293 ) $ (787,698 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,855,652 - 8,855,652 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock 0.00 (0.10 ) (0.10 ) Period from April 5, 2019 (inception) to September 30, 2019 (unaudited) Net income (loss) $ 28,595 $ (817,293 ) $ (788,698 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 8,804,607 - 8,804,607 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock 0.00 (0.10 ) (0.10 ) Period from April 5, 2019 (inception) to December 31, 2019 (audited) Net income (loss) $ 900,810 $ 2,064,558 $ 2,965,368 Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,062,000 - 9,062,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 0.23 0.20 Three months ended March 31, 2020 (unaudited) Net income (loss) $ 815,685 4,294,000 $ 5,109,685 Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) 0.45 0.43 Three months ended June 30, 2020 (unaudited) Net income (loss) $ (155,240 ) (9,916,600 ) $ (10,071,840 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (1.04 ) (1.06 ) Six months ended June 30, 2020 (unaudited) Net income (loss) $ 660,445 $ (9,916,600 ) $ (9,256,155 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (1.04 ) (1.08 ) Three months ended September 30, 2020 (unaudited) Net income (loss) (176,329 ) (14,225,950 ) (14,402,279 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (1.49 ) (1.51 ) Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 484,116 $ (14,225,950 ) $ (13,741,834 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.06 ) (1.49 ) (1.55 ) Year ended December 31, 2020 (audited) Net income (loss) $ (4,251,085 ) $ (56,471,950 ) $ (60,723,035 ) Weighted average shares outstanding of Class A and Class B non-redeemable common stock 9,560,000 - 9,560,000 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.56 ) (5.90 ) (6.46 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share for common shares | Year Ended For the 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,671,038 $ 1,809,163 Income Tax and Franchise Tax (612,511 ) (613,244 ) Net Earnings $ 1,058,527 $ 1,195,919 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 35,000,000 35,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.03 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net (Loss) Income $ (60,723,035 ) $ 2,965,368 Net Earnings applicable to Redeemable Class A Common Stock (1,058,527 ) (1,195,919 ) Non-Redeemable Net Loss $ (61,781,562 ) $ 1,769,49 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Class A and B Non-Redeemable Common Stock, Basic and Diluted (1) 9,560,000 9,062,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (6.46 ) $ 0.20 (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and the period from April 6, 2019 (inception) through December 31, 2019, includes the effect of 810,000 Private Units, which were issued in conjunction with the initial public offering on September 19, 2019. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 1,568,202 $ 61,973 Total deferred tax asset 1,568,202 61,973 Valuation allowance (1,568,202 ) (61,973 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | As of December 31, 2020 2019 Federal Current $ 281,381 $ 317,902 Deferred (1,115,020 ) (61,973 ) State Current $ 129,934 $ — Deferred (391,209 ) — Change in valuation allowance 1,506,229 61,973 Income tax provision $ 411,315 $ 317,902 |
Schedule of reconciliation of the federal income tax | As of December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 7.0 % 0.0 % Change in fair value of warrant liability (26.2 )% 0.0 % Change in valuation allowance (2.5 )% 5.1 % Income tax provision (0.7 )% 26.1 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of held-to-maturity securities | Held-To-Maturity Amortized Cost Gross Gains Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 1/19/2021) $ 176,531,482 $ 2,987 $ 176,534,469 December 31, 2019 U.S. Treasury Securities (Mature on 3/19/2020) $ 351,713,981 $ 281,644 $ 351,995,625 |
Schedule of fair value measured on recurring basis | Description Level December 31, December 31, Assets: Investments – U.S. Treasury Securities Money Market Fund 1 $ 175,325,383 $ 94,650 Liabilities: Warrant Liability – Public Warrants 1 74,900,000 20,125,000 Warrant Liability – Private Placement Warrants 3 2,519,100 822,150 |
Schedule of changes in fair value of Level 3 warrant liabilities | Private Placement Public Warrant Liabilities (Level 3) Fair value as of April 5, 2019 (inception) $ — $ — $ — Initial measurement on September 19, 2019 724,950 23,275,000 23,299,950 Change in valuation inputs or other assumptions 97,200 (175,000 ) (77,800 ) Transfer from Level 3 to Level 2 measurement — (23,100,000 ) (23,100,000 ) Fair value as of December 31, 2019 822,150 — 82,500 Change in valuation inputs or other assumptions (1) 1,696,950 — 1,696,950 Fair value as of December 31, 2020 2,519,000 — 2,519,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | |
Description of Organization and Business Operations (Textual) | ||||
Business combination, description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||
Net tangible assets business combination | $ 5,000,001 | |||
Percentage of outstanding public shares | 100.00% | |||
Dissolution expenses | $ 100,000 | |||
Business combination redemption, description | If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. | |||
Transaction costs | $ 19,806,442 | |||
Underwriting fees | 6,100,000 | |||
Deferred underwriting fees | 13,150,000 | |||
Other offering costs | 556,442 | |||
Sale of gross proceeds | $ 8,100,000 | |||
Sponsor [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Business combination, description | The Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. | |||
IPO [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Proposed public offering number of shares | 35,000,000 | |||
Business combination, description | 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 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. | |||
Generating gross proceeds | $ 350,000,000 | |||
Other offering costs | $ 19,806,442 | |||
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Proposed public offering number of shares | 810,000 | 810,000 | ||
Share price | $ 10 | $ 10 | ||
Generating gross proceeds | $ 8,100,000 | |||
Sale of gross proceeds | $ 350,000,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Proposed public offering number of shares | 4,500,000 | |||
Share price | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - 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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 19, 2019 | |
Balance sheet | ||||||||||
Total Liabilities | $ 34,715,394 | $ 95,058,844 | ||||||||
Class A Common Stock | ||||||||||
Additional Paid-in Capital | 2,033,317 | 62,755,739 | ||||||||
Accumulated Deficit | $ 2,965,368 | $ (57,757,667) | ||||||||
Statement of operations | ||||||||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 35,000,000 | 35,000,000 | ||||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ 0.03 | $ 0.03 | ||||||||
As Previously Reported [Member] | ||||||||||
Balance sheet | ||||||||||
Total Liabilities | $ 13,252,231 | $ 14,082,333 | $ 14,063,126 | $ 13,284,099 | $ 14,082,333 | $ 13,284,099 | $ 13,252,231 | $ 13,768,244 | $ 17,639,744 | $ 13,150,815 |
Class A Common Stock Subject to Possible Redemption | 334,703,480 | 334,879,810 | 335,035,050 | 333,347,150 | 334,879,810 | 333,347,150 | 334,703,480 | 334,219,360 | 329,968,280 | 333,314,490 |
Class A Common Stock | 234 | 232 | 231 | 248 | 232 | 248 | 234 | 239 | 281 | 248 |
Additional Paid-in Capital | 3,613,969 | 3,437,641 | 3,282,402 | 4,970,285 | 3,437,641 | 4,970,285 | 3,613,969 | 4,098,084 | 8,349,122 | 5,002,945 |
Accumulated Deficit | 1,384,926 | 1,561,255 | 1,716,495 | 28,595 | 1,561,255 | 28,595 | 1,384,926 | 900,810 | (3,350,275) | (4,065) |
Total Stockholders’ Equity | $ 5,000,004 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,004 | $ 5,000,008 | $ 5,000,003 | $ 5,000,003 |
Number of Class A common stock subject to redemption | 33,470,348 | 33,487,981 | 33,503,505 | 33,334,715 | 33,487,981 | 33,334,715 | 33,470,348 | 33,421,936 | 32,996,828 | 33,331,449 |
Statement of operations | ||||||||||
Net income (loss) | $ (176,329) | $ (155,240) | $ 815,685 | $ 29,595 | $ 660,445 | $ 28,595 | $ 484,116 | $ 900,810 | $ (4,251,085) | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 9,560,000 | 9,560,000 | 9,560,000 | 8,855,652 | 9,560,000 | 8,804,607 | 9,560,000 | 9,062,000 | 9,560,000 | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ (0.02) | $ (0.02) | $ (0.02) | $ 0 | $ (0.04) | $ 0 | $ (0.06) | $ (0.03) | $ (0.56) | |
Adjustments [Member] | ||||||||||
Balance sheet | ||||||||||
Total Liabilities | $ 35,173,100 | $ 30,863,750 | $ 16,653,150 | $ 23,829,000 | $ 30,863,750 | $ 23,829,000 | $ 35,173,100 | $ 20,947,150 | $ 77,419,100 | $ 23,999,950 |
Class A Common Stock Subject to Possible Redemption | (35,173,100) | (30,863,750) | (16,653,150) | (23,829,000) | (30,863,750) | (23,829,000) | (35,173,100) | (20,947,150) | (77,419,100) | (23,999,950) |
Class A Common Stock | 352 | 309 | 166 | 238 | 309 | 238 | 352 | 209 | 775 | 240 |
Additional Paid-in Capital | 12,161,041 | 7,851,734 | (6,358,723) | 817,055 | 7,851,734 | 817,055 | 12,161,041 | (2,064,766) | 54,406,617 | 988,003 |
Accumulated Deficit | (12,161,393) | (7,852,043) | 6,358,557 | (817,293) | (7,852,043) | (817,293) | (12,161,393) | 2,064,558 | (54,407,392) | (988,243) |
Total Stockholders’ Equity | ||||||||||
Number of Class A common stock subject to redemption | (3,517,310) | (3,086,375) | (1,665,315) | (2,382,900) | (3,086,375) | (2,382,900) | (3,517,310) | (2,094,715) | (7,741,910) | (2,399,995) |
Statement of operations | ||||||||||
Net income (loss) | $ (14,225,950) | $ (9,916,600) | $ 4,294,000 | $ (817,293) | $ (9,916,600) | $ (817,293) | $ (14,225,950) | $ 2,064,558 | $ (56,471,950) | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | ||||||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ (1.49) | $ (1.04) | $ 0.45 | $ (0.10) | $ (1.04) | $ (0.10) | $ (1.49) | $ 0.23 | $ (5.90) | |
As Restated [Member] | ||||||||||
Balance sheet | ||||||||||
Total Liabilities | $ 48,425,331 | $ 44,946,083 | $ 30,716,276 | $ 37,113,099 | $ 44,946,083 | $ 37,113,099 | $ 48,425,331 | $ 34,715,394 | $ 95,058,844 | $ 37,150,765 |
Class A Common Stock Subject to Possible Redemption | 299,530,380 | 304,016,060 | 318,381,900 | 309,518,150 | 304,016,060 | 309,518,150 | 299,530,380 | 313,272,210 | 252,549,180 | 309,314,540 |
Class A Common Stock | 586 | 541 | 397 | 486 | 541 | 486 | 586 | 448 | 1,056 | 488 |
Additional Paid-in Capital | 15,775,010 | 11,289,375 | (3,076,321) | 5,787,340 | 11,289,375 | 5,787,340 | 15,775,010 | 2,033,318 | 62,755,739 | 5,990,948 |
Accumulated Deficit | (10,776,467) | (6,290,788) | 8,075,052 | (788,698) | (6,290,788) | (788,698) | (10,776,467) | 2,965,368 | (57,757,667) | (992,308) |
Total Stockholders’ Equity | $ 5,000,004 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,004 | $ 5,000,008 | $ 5,000,003 | $ 5,000,003 |
Number of Class A common stock subject to redemption | 29,953,038 | 30,401,606 | 31,838,190 | 30,951,815 | 30,401,606 | 30,951,815 | 29,953,038 | 31,327,221 | 25,254,918 | 30,931,454 |
Statement of operations | ||||||||||
Net income (loss) | $ (14,402,279) | $ (10,071,840) | $ 5,109,685 | $ (787,698) | $ (9,256,155) | $ (788,698) | $ (13,741,834) | $ 2,965,368 | $ (60,723,035) | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 9,560,000 | 9,560,000 | 9,560,000 | 8,855,652 | 9,560,000 | 8,804,607 | 9,560,000 | 9,062,000 | 9,560,000 | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ (1.51) | $ (1.06) | $ 0.43 | $ (0.10) | $ (1.08) | $ (0.10) | $ (1.55) | $ 0.20 | $ (6.46) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
Numerator: Earnings allocable to Redeemable Class A Common Stock | |||
Interest Income | $ 1,809,163 | $ 1,671,038 | |
Income Tax and Franchise Tax | (613,244) | (612,511) | |
Net Earnings | $ 1,195,919 | $ 1,058,527 | |
Denominator: Weighted Average Redeemable Class A Common Stock | |||
Redeemable Class A Common Stock, Basic and Diluted | 35,000,000 | 35,000,000 | |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 0.03 | $ 0.03 | |
Numerator: Net Income minus Redeemable Net Earnings | |||
Net (Loss) Income | $ 2,965,368 | $ (60,723,035) | |
Net Earnings applicable to Redeemable Class A Common Stock | (1,195,919) | (1,058,527) | |
Non-Redeemable Net Loss | $ 176,949 | $ (61,781,562) | |
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | |||
Class A and B Non-Redeemable Common Stock, Basic and Diluted | [1] | 9,062,000 | 9,560,000 |
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ 0.2 | $ (6.46) | |
[1] | The weighted average non-redeemable common stock for the year ended December 31, 2020 and the period from April 6, 2019 (inception) through December 31, 2019, includes the effect of 810,000 Private Units, which were issued in conjunction with the initial public offering on September 19, 2019 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Textual) | |||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |
Maturity period of short term investments, description | The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | ||
Offering costs | $ 556,442 | ||
Weighted average number of common shares outstanding | 17,905,000 | ||
Redeemable common stock | 35,000,000 | 35,000,000 | |
Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Proposed public offering number of shares | 810,000 | 810,000 | |
IPO [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Offering costs | $ 19,806,442 | ||
Proposed public offering number of shares | 35,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Dec. 31, 2020$ / sharesshares |
Initial Public Offering (Textual) | |
Sale of stock price per unit | $ 0.20 |
IPO [Member] | |
Initial Public Offering (Textual) | |
Option to purchase share price | shares | 4,500,000 |
Sale of stock price per unit | $ 10 |
IPO [Member] | Class A common stock [Member] | |
Initial Public Offering (Textual) | |
Sale of stock price per unit | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Private Placement (Textual) | ||
Purchase price | $ 0.20 | |
Private Placement Warrants [Member] | ||
Private Placement (Textual) | ||
Aggregate amount of purchased shares | 810,000 | |
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||
Private Placement (Textual) | ||
Purchase price | $ 11.50 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Private Placement (Textual) | ||
Aggregate amount of purchased shares | 810,000 | |
Purchase price | $ 10 | |
Aggregate purchase share price | 657,500 | |
Aggregate amount of purchased value | $ 8,100,000 | |
Description of sale of stock | Each Placement Unit consists of one share of Class A common stock ("Placement Share") and one-half of one redeemable warrant (each, a "Placement Warrant"). | |
Private Placement Warrants [Member] | Cantor [Member] | ||
Private Placement (Textual) | ||
Aggregate purchase share price | 152,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 13, 2019 | Jun. 25, 2019 | Sep. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Textual) | ||||||
Shares subject to forfeiture of over-allotment option | 1,143,750 | |||||
Convertible debt | $ 1,500,000 | |||||
Conversion price | $ 10 | |||||
Administrative expense | $ 15,000 | |||||
Percentage of issued and outstanding shares | 20.00% | |||||
Fees for services | $ 50,500 | $ 180,000 | ||||
Common Class B [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Founder shares, value | $ 25,000 | |||||
Founder shares | 7,187,500 | |||||
Common stock dividend payment terms | 1.1 for 1 | 1.109091 for 1 | ||||
Common stock, shares issued | 8,768,750 | 8,768,750 | 8,750,000 | 8,750,000 | 8,750,000 | |
Common stock, shares outstanding | 8,768,750 | 8,768,750 | 8,750,000 | 8,750,000 | 8,750,000 | |
Founder shares transfer, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its 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. | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Founder shares issued | 8,750,000 | 8,750,000 | 8,750,000 | |||
Founder shares outstanding | 8,750,000 | 8,750,000 | 8,750,000 | |||
Founder shares no longer subject to forfeiture | 1,125,000 | |||||
IPO [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Borrowings outstanding | $ 275,000 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Additional borrowings | $ 300,000 | |||||
Over-Allotment Option [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Shares subject to forfeiture of over-allotment option | 18,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies (Textual) | |||
Underwriting agreement description | The Company granted the underwriters a 45-day option to purchase up to 4,575,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On September 19, 2019, the underwriters partially exercised their over-allotment option to purchase an additional 4,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 75,000 Units. | ||
Underwriting discount | $ 6,100,000 | ||
Deferred underwriting fees | $ 13,150,000 | ||
Underwriting discount per units | $ 0.20 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |
Business Combination Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Subscription agreements, description | Pursuant to which the PIPE Investors agreed to purchase an aggregate of 14,000,000 shares of Apex Common Stock (the “PIPE Shares”), at a purchase price of $10.00 per share for an aggregate purchase price of $140,000,000, in one or more private placement transactions (the “Private Placements”). | ||
Aggregate cash consideration | $ 262,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Divided exercise price | $ 10 | ||
Aggregate cash consideration, description | All holders of shares of common stock of AvePoint, par value $0.001 per share (“AvePoint Common Stock”) other than the Named Executives will receive an aggregate amount of between $75 million and approximately $92 million in cash (subject to deduction for certain expenses) | ||
Business Combination Agreement [Member] | Series C Preferred Stock [Member] | |||
Commitments and Contingencies (Textual) | |||
Preferred shares, par value | $ 0.0001 | ||
Business Combination Agreement [Member] | Apex Common Stock [Member] | |||
Commitments and Contingencies (Textual) | |||
Aggregate cash consideration | $ 35,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Share of common stock | 143,261,093 | ||
Business Combination Agreement [Member] | AvePoint Preferred Stock [Member] | |||
Commitments and Contingencies (Textual) | |||
Aggregate cash consideration | $ 135,000,000 | ||
Aggregate cash consideration, description | (a) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $12.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (the “First Milestone”) (such 1,000,000 shares of Apex Common Stock, the “First Milestone Contingent Consideration”); (b) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $15.00 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (the “Second Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Second Milestone Contingent Consideration”); and (c) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $17.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (the “Third Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Third Milestone Contingent Consideration” and together with the First Milestone Contingent Consideration and the Second Milestone Contingent Consideration, the “Contingent Consideration”). For the avoidance of doubt, the maximum amount of the Contingent Consideration is 3,000,000 shares of Apex Common Stock, in the aggregate. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 16, 2019 | Aug. 13, 2019 | |
Stockholders' Equity (Textual) | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Common stock conversion features | The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 10,555,082 | 4,482,779 | ||
Common stock, shares outstanding | 10,555,082 | 4,482,779 | ||
Common stock subject to possible redemption, description | 25,254,918 | 31,327,221 | ||
Voting rights, description | Holders of Class A common stock are entitled to one vote for each share. | |||
Class B Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 8,750,000 | 8,750,000 | 8,768,750 | 8,768,750 |
Common stock, shares outstanding | 8,750,000 | 8,750,000 | 8,768,750 | 8,768,750 |
Voting rights, description | Holders of Class B common stock are entitled to one vote for each share. |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants (Textual) | |
Warrants exercisable, description | The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption given after the warrants become exercisable; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. |
Common Class A [Member] | |
Warrants (Textual) | |
Business combination, description | The Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 1,568,202 | $ 61,973 |
Total deferred tax asset | 1,568,202 | 61,973 |
Valuation allowance | (1,568,202) | (61,973) |
Deferred tax asset, net of allowance |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Federal | ||
Current | $ 317,902 | $ 281,381 |
Deferred | (61,973) | (1,115,020) |
State | ||
Current | 129,934 | |
Deferred | (391,209) | |
Change in valuation allowance | 61,973 | 1,506,229 |
Income tax provision | $ 317,902 | $ 411,315 |
Income Tax (Details 2)
Income Tax (Details 2) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 7.00% |
Change in fair value of warrant liability | 0.00% | (26.20%) |
Change in valuation allowance | 5.10% | (38.70%) |
Income tax provision | 26.10% | (10.70%) |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax (Textual) | ||
Change in the valuation allowance | $ 61,973 | $ 1,506,229 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - U.S. Treasury Securities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Held-To-Maturity | Jan. 19, 2021 | Mar. 19, 2020 |
Amortized Cost | $ 176,531,482 | $ 351,713,981 |
Gross Holding (Loss) Gains | 2,987 | 281,644 |
Fair Value | $ 176,534,469 | $ 351,995,625 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Warrant Liability | $ 77,419,100 | $ 20,947,150 |
Public Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 74,900,000 | 20,125,000 |
Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant Liability | 2,519,100 | 822,150 |
U.S. Treasury Securities Money Market Fund [Member] | ||
Assets | ||
Investments | $ 176,531,482 | $ 94,650 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
Private Placement [Member] | |||
Fair value beginning balance | $ 822,150 | ||
Initial measurement on September 19, 2019 | 724,950 | ||
Change in valuation inputs or other assumptions | 97,200 | 1,696,950 | [1] |
Transfer from Level 3 to Level 2 measurement | |||
Fair value ending balance | 822,150 | 2,519,000 | |
Public [Member] | |||
Fair value beginning balance | |||
Initial measurement on September 19, 2019 | 23,275,000 | ||
Change in valuation inputs or other assumptions | (175,000) | [1] | |
Transfer from Level 3 to Level 2 measurement | (23,100,000) | ||
Fair value ending balance | |||
Warrant Liabilities [Member] | (Level 3) [Member] | |||
Fair value beginning balance | 82,500 | ||
Initial measurement on September 19, 2019 | 23,299,950 | ||
Change in valuation inputs or other assumptions | (77,800) | 1,696,950 | [1] |
Transfer from Level 3 to Level 2 measurement | (23,100,000) | (23,100,000) | |
Fair value ending balance | $ 82,500 | $ 2,519,000 | |
[1] | Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $23,100,000 during the period from April 5, 2019 through December 31, 2019. |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Fair Value Measurements (Textual) | ||
Interest earned on the Trust Account | $ 1,621,881 | |
Warrant Liabilities [Member] | (Level 3) [Member] | ||
Fair Value Measurements (Textual) | ||
Transfer from Level 3 to Level 2 measurement | $ 23,100,000 | 23,100,000 |
Money Market Funds [Member] | ||
Fair Value Measurements (Textual) | ||
Assets held in the trust account | 94,650 | 175,325,383 |
U.S. Treasury Bills [Member] | ||
Fair Value Measurements (Textual) | ||
Assets held in the trust account | 94,650 | 176,531,482 |
Cash [Member] | ||
Fair Value Measurements (Textual) | ||
Assets held in the trust account | $ 532 | $ 1,455 |