Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 29, 2021 | Jun. 30, 2020 | |
Entity Registrant Name | FinServ Acquisition Corp. | ||
Entity Central Index Key | 0001785424 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | FinServ Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, 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 8, 2021, or the Original Filing, to restate our consolidated financial statements as of and for the year ended December 31, 2020. We are also restating the financial statements as of November 5, 2019, as of and for the period ended December 31, 2019, as of and for the three months ended March 31, 2020, as of and for the three and six months ended June 30, 2020 and as of and for the three and nine months ended September 30, 2020 (together with the financial statements as of and for the year ended December 31, 2020, the “Affected Periods”) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts. The restatement results from the Company's prior accounting for its outstanding warrants issued in connection with its initial public offering in November 2019 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 stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common stock would be entitled to cash. In connection with the audit of the Company’s financial statements as of and for the year 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 audit committee of the Company’s board of directors, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, 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. In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the Affected Periods. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for the Affected Periods were not effective with respect to the classification of the Company’s warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Annual Report on Form 10-K/A. The Company has not amended its previously filed Current Reports on Form 8-K, Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the Affected Periods. The financial information that has been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report on Form 10-K/A, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. | ||
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 Current Reporting Status | Yes | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Extended Transition Period | false | ||
Entity Public Float | $ 248,750,000 | ||
Entity File Number | 001-39116 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 25,665,000 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Consolidated Balance Sheets (As
Consolidated Balance Sheets (As Restated) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,043,895 | $ 1,578,075 |
Prepaid expenses and other current assets | 71,917 | 126,022 |
Prepaid income taxes | 10,267 | |
Total Current Assets | 1,126,079 | 1,704,097 |
Marketable securities held in Trust Account | 251,249,193 | 250,567,358 |
Total Assets | 252,375,272 | 252,271,455 |
Current liabilities | ||
Accounts payable and accrued expenses | 170,920 | 118,805 |
Income taxes payable | 102,450 | |
Total Current Liabilities | 170,920 | 221,255 |
Warrant liability | 44,785,425 | 12,704,175 |
Deferred underwriting fee payable | 9,350,000 | 9,350,000 |
Total Liabilities | 54,306,345 | 22,275,430 |
Commitments | ||
Class A Common stock subject to possible redemption, 19,306,892 and 22,499,602, shares at redemption value at $10.00 per share at December 31, 2020 and 2019, respectively | 193,068,920 | 224,996,020 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 39,991,524 | 8,064,744 |
Retained earnings | (34,992,778) | (3,065,680) |
Total Stockholders' Equity | 5,000,007 | 5,000,005 |
Total Liabilities and Stockholders' Equity | 252,375,272 | 252,271,455 |
Class A common stock | ||
Stockholders' Equity | ||
Common stock value | 636 | 316 |
Total Stockholders' Equity | 636 | 316 |
Class B common stock | ||
Stockholders' Equity | ||
Common stock value | 625 | 625 |
Total Stockholders' Equity | $ 625 | $ 625 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (As Restated) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | ||
Class A common stock subject to possible redemption | 19,306,892 | 22,499,602 |
Class A common stock subject to possible redemption, per share | $ 10 | $ 10 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, share authorized | 100,000,000 | 100,000,000 |
Common stock, share issued | 6,358,108 | 3,165,398 |
Common stock, share outstanding | 6,358,108 | 3,165,398 |
Class A common stock subject to possible redemption | 19,306,892 | 22,499,602 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, share authorized | 10,000,000 | 10,000,000 |
Common stock, share issued | 6,250,000 | 6,250,000 |
Common stock, share outstanding | 6,250,000 | 6,250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (As Restated) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 171,946 | $ 795,708 |
Loss from operations | (171,946) | (795,708) |
Other income (expense): | ||
Interest earned on money market account | 12,294 | |
Interest earned on marketable securities held in Trust Account | 567,358 | 1,133,614 |
Change in fair value of warrant liability | (2,809,850) | (32,081,250) |
Transaction costs | (548,792) | |
Other income | (2,791,284) | (30,935,342) |
Loss before provision for income taxes | (2,963,230) | (31,731,050) |
Provision for income taxes | (102,450) | (196,048) |
Net loss | $ (3,065,680) | $ (31,927,098) |
Weighted average shares outstanding of Class A redeemable common stock | 25,000,000 | 25,000,000 |
Basic and diluted income per share, Class A redeemable common stock | $ 0.02 | $ 0.03 |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 6,513,229 | 6,915,000 |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ (0.53) | $ (4.72) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (As Restated) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Retained Earnings | Total |
Balance at Aug. 09, 2019 | |||||
Balance, shares at Aug. 09, 2019 | |||||
Issuance of Class B common stock to Sponsor | $ 633 | 24,367 | 25,000 | ||
Issuance of Class B common stock to Sponsor, shares | 6,325,000 | ||||
Forfeiture of Class B common stock | $ (8) | 8 | |||
Forfeiture of Class B common stock, shares | (75,000) | ||||
Sale of 25,000,000 shares of Class A common stock, net of underwriting discount and offering costs | $ 2,500 | 226,653,530 | 226,656,030 | ||
Sale of 25,000,000 shares of Class A common stock, net of underwriting discount and offering costs, shares | 25,000,000 | ||||
Sale of 665,000 shares of Class A common stock | $ 66 | 6,380,609 | 6,380,675 | ||
Sale of 665,000 shares of Class A common stock, shares | 665,000 | ||||
Class A common stock subject to possible redemption | $ (2,250) | (224,993,770) | (224,996,020) | ||
Class A common stock subject to possible redemption, shares | (22,499,602) | ||||
Net Loss | (3,065,680) | (3,065,680) | |||
Balance at Dec. 31, 2019 | $ 316 | $ 625 | 8,064,744 | (3,065,680) | 5,000,005 |
Balance, shares at Dec. 31, 2019 | 3,165,398 | 6,250,000 | |||
Change in value of Class A common stock subject to possible redemption | $ 320 | 31,926,780 | 31,927,100 | ||
Change in value of Class A common stock subject to possible redemption, shares | 3,192,710 | ||||
Net Loss | (31,927,098) | (31,927,098) | |||
Balance at Dec. 31, 2020 | $ 636 | $ 625 | $ 39,991,524 | $ (34,992,778) | $ 5,000,007 |
Balance, shares at Dec. 31, 2020 | 6,358,108 | 6,250,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (As Restated) (Parenthetical) | 5 Months Ended |
Dec. 31, 2019shares | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discount and offering cost | 25,000,000 |
Sale of placement units | 665,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (As Restated) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (3,065,680) | $ (31,927,098) |
Adjustments to reconcile net income to net cash and cash equivalents used in operating activities: | ||
Formation cost paid through advances from related party | 1,000 | |
Interest earned on marketable securities held in Trust Account | (567,358) | (1,133,614) |
Change in fair value of warrant liability | 2,809,850 | 32,081,250 |
Transaction costs allocable to warrant liability | 548,792 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (104,022) | 54,105 |
Prepaid income taxes | (10,267) | |
Accounts payable and accrued expenses | 118,805 | 52,115 |
Income taxes payable | 102,450 | (102,450) |
Net cash and cash equivalents used in operating activities | (156,163) | (985,959) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (250,000,000) | |
Interest withdrawn for income and franchise taxes | 451,779 | |
Net cash and cash equivalents provided by (used in) investing activities | (250,000,000) | 451,779 |
Cash Flows from Financing Activities | ||
Proceeds from sale of Units, net of underwriting discounts paid | 245,600,000 | |
Proceeds from sale of Placement Units | 6,650,000 | |
Repayment of advances | (230,350) | |
Proceeds from promissory note - related party | 11,000 | |
Repayment of promissory note - related party | (282,244) | |
Payment of offering costs | (14,168) | |
Net cash and cash equivalents provided by financing activities | 251,734,238 | |
Net Change in Cash and Cash Equivalents | 1,578,075 | (534,180) |
Cash and Cash Equivalents - Beginning of period | 1,578,075 | |
Cash and Cash Equivalents - End of period | 1,578,075 | 1,043,895 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 308,765 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Initial classification of Class A common stock subject to possible redemption | 227,511,905 | |
Change in value of Class A common stock subject to possible redemption | (2,575,740) | (31,927,098) |
Payment of offering costs through promissory note and advances | 478,594 | |
Offering costs paid directly by stockholder in exchange for the issuance of Class B common stock to stockholder | 25,000 | |
Deferred underwriting fee payable | 9,350,000 | |
Prepaid expenses paid through advances from related party | $ 22,000 |
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 FinServ Acquisition Corp. (the "Company") was incorporated in Delaware on August 9, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). 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 financial services industry or businesses providing technology services to the financial industry. 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, Keys Merger Sub 1, Inc., a wholly owned subsidiary of the Company incorporated in Delaware on December 14, 2020 ("Merger Sub 1"), and Keys Merger Sub 2, LLC, a wholly owned subsidiary of the Company incorporated in Delaware on December 14, 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, the initial public offering ("Initial Public Offering"), which is described below, and since the Initial Public Offering, identifying a target company for a Business Combination. 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 statements for the Company's Initial Public Offering were declared effective on October 31, 2019. On November 5, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares") at $10.00 per Unit, which includes the partial exercise by the underwriter of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 665,000 units (each, a "Placement Unit" and collectively, the "Placement Units") at a price of $10.00 per Placement Unit in a private placement to the Company's sponsor, FinServ Holdings LLC, a Delaware limited liability company (the "Sponsor"), generating gross proceeds of $6,650,000, which is described in Note 5. Offering costs amounted to $14,267,762, consisting of $4,400,000 of underwriting fees, $9,350,000 of deferred underwriting fees and $517,762 of other offering costs. Following the closing of the Initial Public Offering on November 5, 2019, an amount of $250,000,000 ($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 only 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. 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 Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $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, as amended (the "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 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, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the 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. If the Company is unable to complete a Business Combination by November 5, 2021 (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 in or 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 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 the Initial Public Offering price per Unit ($10.00). 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 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 Standards Board's ("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until November 5, 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 November 5, 2021. Management plans to continue its efforts to close on a business combination within the prescribed time frame. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the 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 equity. The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and the warrants included in the Placement Units (the “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 stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). As of and for the year ended December 31, 2020 and the period ended December 31, 2019, the Company's management further evaluated the warrants under Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer's common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer's common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management's evaluation, the Company's audit committee, in consultation with management, concluded that the Company's Private Placement Warrants are not indexed to the Company's common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management's evaluation, the Company's audit committee, in consultation with management, concluded 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 November 5, 2019 (audited) Warrant Liability $ — $ 9,894,325 $ 9,894,325 Class A Common Stock Subject to Possible Redemption 237,406,230 (9,894,325 ) 227,511,905 Class A Common Stock 192 99 291 Additional Paid-in Capital 5,000,191 548,693 5,548,884 (Accumulated Deficit) (1,000 ) (548,792 ) (549,792 ) Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 12,704,175 $ 12,704,175 Class A Common Stock Subject to Possible Redemption 237,700,190 (12,704,170 ) 224,996,020 Class A Common Stock 189 127 316 Additional Paid-in Capital 4,706,234 3,358,510 8,064,744 Retained Earnings/ (Accumulated Deficit) 292,962 (3,358,642 ) (3,065,680 ) Balance sheet as of March 31, 2020 (unaudited) Warrant Liability $ — $ 7,775,975 $ 7,775,975 Class A Common Stock Subject to Possible Redemption 238,261,370 (7,775,975 ) 230,485,395 Class A Common Stock 184 78 262 Additional Paid-in Capital 4,145,059 (1,569,636 ) 2,575,423 Retained Earnings/ (Accumulated Deficit) 854,140 1,569,558 2,423,698 Balance sheet as of June 30, 2020 (unaudited) Warrant Liability $ — $ 13,474,125 $ 13,474,125 Class A Common Stock Subject to Possible Redemption 238,189,360 (13,474,125 ) 224,715,235 Class A Common Stock 185 135 320 Additional Paid-in Capital 4,217,068 4,128,457 8,345,525 Retained Earnings/ (Accumulated Deficit) 782,124 (4,128,592 ) (3,346,468 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 12,852,450 $ 12,852,450 Class A Common Stock Subject to Possible Redemption 238,037,440 (12,852,450 ) 225,184,990 Class A Common Stock 186 128 314 Additional Paid-in Capital 4,368,987 3,506,789 7,875,776 Retained Earnings/ (Accumulated Deficit) 630,212 (3,506,917 ) (2,876,705 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 44,785,425 $ 44,785,425 Common Shares Subject to Possible Redemption 237,854,350 (44,785,430 ) 193,068,920 Class A Common Shares 188 448 636 Additional Paid-in Capital 4,552,075 35,439,449 39,991,524 Retained Earnings/ (Accumulated Deficit) 447,114 (35,439,892 ) (34,992,778 ) Stockholders' Equity 5,000,002 5 5,000,007 Period from August 9, 2019 (inception) to December 31, 2019 (audited) Transaction costs allocable to warrant liability $ — $ (548,792 ) $ (548,792 ) Change in fair value of warrant liability — (2,809,850 ) (2,809,850 ) Net Income (Loss) 292,962 (3,358,642 ) (3,065,680 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.01 ) (0.52 ) (0.53 ) Three months ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ 4,928,200 $ 4,928,200 Net Income (Loss) 561,178 4,928,200 5,489,378 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 0.71 0.68 Three months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (5,698,150 ) $ (5,698,150 ) Net Income (Loss) (72,016 ) (5,698,150 ) (5,770,166 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (0.82 ) (0.84 ) Six months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (769,950 ) $ (769,950 ) Net Income (Loss) 489,162 (769,950 ) (280,788 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (0.12 ) (0.16 ) Three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 621,675 $ 621,675 Net Income (Loss) (151,912 ) 621,675 469,763 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) 0.09 0.07 Nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (148,275 ) $ (148,275 ) Net Income (Loss) 337,250 (148,275 ) 188,975 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.06 ) (0.03 ) (0.09 ) Year ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (32,081,250 ) $ (32,081,250 ) Net Income (Loss) 154,152 (32,081,250 ) (31,927,098 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.08 ) (4.64 ) (4.72 ) |
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 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 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 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 those 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. At December 31, 2020 and 2019, cash equivalents, consisting of money market funds, amounted to $998,233 and $1,556,055, respectively. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were invested in money market funds, meeting the conditions of Rule 2a-7 of the Investment Company Act. During the year ended December 31, 2020, the Company withdrew $451,779 of interest earned on the Trust Account to pay for its franchise and income taxes. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is 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, there were 19,306,892 and 22,499,602 shares of Class A common stock subject to possible redemption, respectively, 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 $14,267,762 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 FASB 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. The fair value of the Public Warrants was initially measured using a Monte Carlo simulation approach with subsequent measurements based off the quarterly trading price, whereas the fair value of the Private Warrants was estimated initially and subsequently using a Modified Black Scholes Model (see Note 11). 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 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. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income 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 12,832,500 shares of Class A common stock in the calculation of diluted income 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 consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income 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 outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and 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 per common share (in dollars, except per share amounts): Year Ended 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,133,614 $ 567,358 Income and Franchise Tax (396,098 ) (181,952 ) Net Earnings $ 737,516 $ 385,406 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.02 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (31,927,098 ) $ (3,065,680 ) Redeemable Net Earnings (737,516 ) (385,406 ) Non-Redeemable Net Loss $ (32,664,614 ) $ (3,451,086 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 6,915,000 6,513,229 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (4.72 ) $ (0.53 ) As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company's stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and 2019 includes the effect of 665,000 Private Units, which were issued in conjunction with the initial public offering on November 5, 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 Coverage of $250,000. 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. 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 25,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of its option to purchase an additional 3,000,000 Units at $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 7). |
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 purchased an aggregate of 665,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $6,650,000. Each Placement Unit consists of one share of Class A common stock ("Placement Share" or, collectively, "Placement Shares") and one-half of one redeemable warrant (each, a "Placement Warrant" or collectively, "Placement Warrants"). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of 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 On August 9, 2019, the Sponsor purchased 5,750,000 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 7. On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares. The 6,325,000 Founder Shares included an aggregate of up to 825,000 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 (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares). In connection with the underwriters' partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 75,000 Founder Shares were forfeited and 750,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,250,000 Founder Shares outstanding at December 31, 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. Advances from Related Party The Sponsor advanced the Company funds to cover expenses related to the Initial Public Offering. These advances were non-interest bearing and payable upon demand. Advances totaling $230,350 were repaid upon the consummation of the Initial Public Offering on November 5, 2019. Related Party Loans On August 9, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Promissory Note"). The Promissory Note was non-interest bearing and payable on the earlier of March 30, 2020 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $282,244 were repaid upon the consummation of the Initial Public Offering on November 5, 2019. 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. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 5, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, the Company incurred $120,000 and for the period from August 9, 2019 (inception) through December 31, 2019 $18,387, in fees for these services, of which $397 and $18,387 are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets at December 31, 2020 and 2019, respectively. Consulting Agreement The Company entered into a consulting agreement with a related party, pursuant to which the consultant will provide the Company, among other services, assistance in finding a potential target for a Business Combination, as well as supervising and performing due diligence on such targets. The Company will pay the consultant a fee of $10,000 per month, up to a maximum of $150,000. On May 15, 2020, the Company amended the consulting agreement whereby the monthly fee was reduced to $7,500, commencing on June 1, 2020. For the year ended December 31, 2020 and for the period from August 9, 2019 (inception) through December 31, 2019, the Company incurred $110,000 and $22,500, in such fees. At December 31, 2020 and 2019, $10,000 of such fees was recorded in accounts payable and accrued expenses in the accompanying consolidated balance sheets. On October 1, 2020 the Company further amended the agreement to increase the fee back to $10,000 per month. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these 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 November 5, 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 as part 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $4,400,000, or $0.20 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $7,700,000, and (ii) $0.55 per Unit of the gross proceeds from the 3,000,000 Units sold pursuant to the over-allotment option, or $1,650,000, aggregating to a deferred fee of $9,350,000. 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On December 18, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub 1, Merger Sub 2, Katapult Holdings, Inc., a Delaware corporation (“Katapult”), and the other signatories thereto. Pursuant to the terms of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Transaction” and the “Closing”, respectively), a business combination between the Company and Katapult will be effected through the merger of Merger Sub 1 with and into Katapult, with Katapult surviving as the surviving company and a wholly owned subsidiary of the Company (the “First Merger”), followed immediately by the merger of the resulting company with and into Merger Sub 2, with Merger Sub 2 surviving as the surviving company and a wholly owned subsidiary of the Company (the “Second Merger” and together with the First Merger, the “Mergers”). Once effective, all equity securities of Katapult will be converted into the right to receive the applicable portion of merger consideration pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Under the terms of the Merger Agreement, the aggregate consideration to be paid in the Mergers is $833,000,000, as adjusted in accordance with the terms of the Merger Agreement and apportioned between cash and common stock of the Company (“FinServ Common Shares”), and which shall be adjusted to account for the value of Assumed Options (as defined below). In addition, the Company will issue to the Pre-Closing Holders an aggregate 7,500,000 restricted FinServ Common Shares. At the effective time of the First Merger (the “Effective Time”), each Katapult Common Share that is issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares of common stock, par value $0.001 per share, of Katapult (“Katapult Common Shares”) will be canceled and converted into the right to receive the applicable portion of the merger consideration in accordance with an allocation schedule to be provided by Katapult (the “Allocation Schedule”) that will set forth the allocation of the merger consideration (including the Earn-Out Shares (as defined below)) among the equityholders of Katapult. As of the Effective Time, (a) certain shares of restricted stock in Katapult will vest and the holders thereof be entitled to receive the applicable portion of the merger consideration in accordance with the Allocation Schedule and (b) certain holders of options to purchase Katapult Common Shares will receive options to purchase FinServ Common Shares (the “Assumed Options”) and, if applicable, Earn-Out Shares. Earn-Out At the Closing, the Company will also issue to the Pre-Closing Holders an aggregate 7,500,000 restricted FinServ Common Shares (subject to vesting, forfeiture and certain other restrictions (including on transfer) set forth in the Merger Agreement (the “ Earn-Out Shares PIPE Financing On December 18, 2020, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 15,000,000 shares of the Company’s common stock for an aggregate purchase price of $150,000,000.00 on the date of Closing, on the terms and subject to the conditions set forth therein. The Transactions will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
WARRANTS | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. At December 31, there were warrants outstanding to purchase 12,832,500 shares of the Company’s Class A common stock (see Note 11). 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 60 th 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 saleable 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9. 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). |
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 assets Organizational costs/Startup expenses $ 141,919 $ 19,413 Total deferred tax assets 141,919 19,413 Valuation allowance (141,919 ) (19,413 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 196,048 $ 102,450 Deferred (122,506 ) (19,413 ) State Current $ — $ — Deferred — — Change in valuation allowance 122,506 19,413 Income tax provision $ 196,048 $ 102,450 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 August 9, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $122,506 and $19,413, 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 0.0 % 0.0 % Change in fair value of warrant liability (21.2 )% (23.8 )% Change in valuation allowance (0.4 )% (0.7 )% Income tax provision (0.6 )% (3.5 )% 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. |
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 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 Topic 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 consolidated 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 $12,936 in cash and cash equivalents and $251,236,257 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value Marketable securities held in Trust Account – U.S.: December 31, 2019 Treasury Securities Money Market Fund 1 $ 250,567,358 $ — $ 250,567,358 December 31, 2020 U.S. Treasury Securities (Mature on 1/21/2021) 1 $ 251,236,257 $ 1,718 $ 251,237,975 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, December 31, Description Level 2019 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 12,375,000 $ 43,625,000 Warrant Liability – Private Placement Warrants 3 $ 329,175 $ 1,160,425 Total Warrant Liability $ 12,704,175 $ 44,785,425 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated 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. Initial Measurement Public Warrants The Company established the initial fair value for the Public Warrants on November 5, 2019, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants were as follows at initial measurement: Input November 5, Risk-free interest rate 1.72 % Expected term (years) 5.25 Expected volatility 13.6 % Exercise price $ 11.50 Fair value of the common stock price $ 10.00 On November 5, 2019, the Public Warrants were determined to be $0.77 per warrant for aggregate value of $9.63 million. Subsequent Measurement Public Warrants The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants for each quarterly reporting period and as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2019, the aggregate value of Public Warrants was $12.38 million. As of December 31, 2020, the aggregate value of Public Warrants was $43.63 million. Initial Measurement – Private Warrants The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Model uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for a discount on the lack of marketability of the instrument as well as for the probability of consummation of the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants is the discount for lack of marketability and the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions. The key inputs into the Modified Black Scholes Model for the Private Warrants were as follows at initial measurement: Input November 5, Expected term (years) 5.25 Expected volatility 13.6 % Risk-free interest rate 1.72 % Exercise price $ 11.50 Fair value of the common stock price $ 10.00 Subsequent Measurement – Private Warrants The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. For the Private Placement Warrants, the Modified Black Scholes Model uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for a discount on the lack of marketability of the instrument as well as for the possibility of the Private Placement Warrants becoming subject to forfeit or modification in order to effectuate the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants are the expected volatility of the Company’s common stock, the discount for lack of marketability, and the discount for potential forfeiture or modification. The expected volatility of the Company’s common stock was determined for each period based on the annualized volatility of the Russell 3000 Index using daily returns and a lookback period commensurate with the term of 5.25 years as of the Valuation Date. We note that this volatility is in line with the implied volatility of other Special Purpose Acquisition Companies and was estimated to be 13.6% at November 5, 2019 and December 31, 2019 and was estimated to be 19.4% at December 31, 2020 . The discount for potential forfeiture or modification was estimated to be 20.0%, which was determined based on observed forfeitures and/or modifications of such warrants for special purpose acquisition companies. Input December 31, December 31, Expected term (years) 5.25 5.35 Expected volatility 13.6 % 19.4 % Risk-free interest rate 1.78 % 0.41 % Exercise price $ 11.50 $ 11.50 Fair value of the common stock price $ 9.75 $ 12.50 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of November 5, 2019 $ — $ — $ — Initial measurement on November 5, 2019 269,325 9,625,000 9,894,325 Change in valuation inputs or other assumptions 59,850 2,750,000 2,809,850 Fair value as of December 31, 2019 $ 329,175 $ 12,375,000 $ 12,704,175 Change in valuation inputs or other assumptions 831,250 31,250,000 32,081,250 Fair value as of December 31, 2020 $ 1,160,425 $ 43,625,000 $ 44,785,425 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
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, 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 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 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 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 those 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. At December 31, 2020 and 2019, cash equivalents, consisting of money market funds, amounted to $998,233 and $1,556,055, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were invested in money market funds, meeting the conditions of Rule 2a-7 of the Investment Company Act. During the year ended December 31, 2020, the Company withdrew $451,779 of interest earned on the Trust Account to pay for its franchise and income taxes. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is 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, there were 19,306,892 and 22,499,602 shares of Class A common stock subject to possible redemption, respectively, 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 $14,267,762 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 FASB 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. The fair value of the Public Warrants was initially measured using a Monte Carlo simulation approach with subsequent measurements based off the quarterly trading price, whereas the fair value of the Private Warrants was estimated initially and subsequently using a Modified Black Scholes Model (see Note 11). |
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 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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income 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 12,832,500 shares of Class A common stock in the calculation of diluted income 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 consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income 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 outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and 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 per common share (in dollars, except per share amounts): Year Ended 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,133,614 $ 567,358 Income and Franchise Tax (396,098 ) (181,952 ) Net Earnings $ 737,516 $ 385,406 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.02 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (31,927,098 ) $ (3,065,680 ) Redeemable Net Earnings (737,516 ) (385,406 ) Non-Redeemable Net Loss $ (32,664,614 ) $ (3,451,086 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 6,915,000 6,513,229 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (4.72 ) $ (0.53 ) As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company's stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and 2019 includes the effect of 665,000 Private Units, which were issued in conjunction with the initial public offering on November 5, 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 Coverage of $250,000. 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. |
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 | |
Restatement Of Previously Issued Financial Statements Tables Abstract | |
Schedule of effect on the company’s previously reported operating expenses, cash flows or cash | As Previously As Reported Adjustments Restated Balance sheet as of November 5, 2019 (audited) Warrant Liability $ — $ 9,894,325 $ 9,894,325 Class A Common Stock Subject to Possible Redemption 237,406,230 (9,894,325 ) 227,511,905 Class A Common Stock 192 99 291 Additional Paid-in Capital 5,000,191 548,693 5,548,884 (Accumulated Deficit) (1,000 ) (548,792 ) (549,792 ) Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 12,704,175 $ 12,704,175 Class A Common Stock Subject to Possible Redemption 237,700,190 (12,704,170 ) 224,996,020 Class A Common Stock 189 127 316 Additional Paid-in Capital 4,706,234 3,358,510 8,064,744 Retained Earnings/ (Accumulated Deficit) 292,962 (3,358,642 ) (3,065,680 ) Balance sheet as of March 31, 2020 (unaudited) Warrant Liability $ — $ 7,775,975 $ 7,775,975 Class A Common Stock Subject to Possible Redemption 238,261,370 (7,775,975 ) 230,485,395 Class A Common Stock 184 78 262 Additional Paid-in Capital 4,145,059 (1,569,636 ) 2,575,423 Retained Earnings/ (Accumulated Deficit) 854,140 1,569,558 2,423,698 Balance sheet as of June 30, 2020 (unaudited) Warrant Liability $ — $ 13,474,125 $ 13,474,125 Class A Common Stock Subject to Possible Redemption 238,189,360 (13,474,125 ) 224,715,235 Class A Common Stock 185 135 320 Additional Paid-in Capital 4,217,068 4,128,457 8,345,525 Retained Earnings/ (Accumulated Deficit) 782,124 (4,128,592 ) (3,346,468 ) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 12,852,450 $ 12,852,450 Class A Common Stock Subject to Possible Redemption 238,037,440 (12,852,450 ) 225,184,990 Class A Common Stock 186 128 314 Additional Paid-in Capital 4,368,987 3,506,789 7,875,776 Retained Earnings/ (Accumulated Deficit) 630,212 (3,506,917 ) (2,876,705 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 44,785,425 $ 44,785,425 Common Shares Subject to Possible Redemption 237,854,350 (44,785,430 ) 193,068,920 Class A Common Shares 188 448 636 Additional Paid-in Capital 4,552,075 35,439,449 39,991,524 Retained Earnings/ (Accumulated Deficit) 447,114 (35,439,892 ) (34,992,778 ) Stockholders’ Equity 5,000,002 5 5,000,007 Period from August 9, 2019 (inception) to December 31, 2019 (audited) Transaction costs allocable to warrant liability $ — $ (548,792 ) $ (548,792 ) Change in fair value of warrant liability — (2,809,850 ) (2,809,850 ) Net Income (Loss) 292,962 (3,358,642 ) (3,065,680 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.01 ) (0.52 ) (0.53 ) Three months ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ 4,928,200 $ 4,928,200 Net Income (Loss) 561,178 4,928,200 5,489,378 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 0.71 0.68 Three months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (5,698,150 ) $ (5,698,150 ) Net Income (Loss) (72,016 ) (5,698,150 ) (5,770,166 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) (0.82 ) (0.84 ) Six months ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (769,950 ) $ (769,950 ) Net Income (Loss) 489,162 (769,950 ) (280,788 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (0.12 ) (0.16 ) Three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 621,675 $ 621,675 Net Income (Loss) (151,912 ) 621,675 469,763 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.02 ) 0.09 0.07 Nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (148,275 ) $ (148,275 ) Net Income (Loss) 337,250 (148,275 ) 188,975 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.06 ) (0.03 ) (0.09 ) Year ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (32,081,250 ) $ (32,081,250 ) Net Income (Loss) 154,152 (32,081,250 ) (31,927,098 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.08 ) (4.64 ) (4.72 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of calculation of basic and diluted net income per common share | Year Ended 2020 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,133,614 $ 567,358 Income and Franchise Tax (396,098 ) (181,952 ) Net Earnings $ 737,516 $ 385,406 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.03 $ 0.02 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (31,927,098 ) $ (3,065,680 ) Redeemable Net Earnings (737,516 ) (385,406 ) Non-Redeemable Net Loss $ (32,664,614 ) $ (3,451,086 ) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 6,915,000 6,513,229 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (4.72 ) $ (0.53 ) (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 and 2019 includes the effect of 665,000 Private Units, which were issued in conjunction with the initial public offering on November 5, 2019. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | As of December 31, 2020 2019 Deferred tax assets Organizational costs/Startup expenses $ 141,919 $ 19,413 Total deferred tax assets 141,919 19,413 Valuation allowance (141,919 ) (19,413 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of income tax provision | As of December 31, 2020 2019 Federal Current $ 196,048 $ 102,450 Deferred (122,506 ) (19,413 ) State Current $ — $ — Deferred — — Change in valuation allowance 122,506 19,413 Income tax provision $ 196,048 $ 102,450 |
Schedule of reconciliation of the federal income tax rate | As of December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liability (21.2 )% (23.8 )% Change in valuation allowance (0.4 )% (0.7 )% Income tax provision (0.6 )% (3.5 )% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of held-to-maturity securities | Held-To-Maturity Level Amortized Gross Fair Value Marketable securities held in Trust Account – U.S.: December 31, 2019 Treasury Securities Money Market Fund 1 $ 250,567,358 $ — $ 250,567,358 December 31, 2020 U.S. Treasury Securities (Mature on 1/21/2021) 1 $ 251,236,257 $ 1,718 $ 251,237,975 |
Schedule of fair value on a recurring basis | December 31, December 31, Description Level 2019 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 12,375,000 $ 43,625,000 Warrant Liability – Private Placement Warrants 3 $ 329,175 $ 1,160,425 Total Warrant Liability $ 12,704,175 $ 44,785,425 |
Schedule of public warrants | Input December 31, December 31, Expected term (years) 5.25 5.35 Expected volatility 13.6 % 19.4 % Risk-free interest rate 1.78 % 0.41 % Exercise price $ 11.50 $ 11.50 Fair value of the common stock price $ 9.75 $ 12.50 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of November 5, 2019 $ — $ — $ — Initial measurement on November 5, 2019 269,325 9,625,000 9,894,325 Change in valuation inputs or other assumptions 59,850 2,750,000 2,809,850 Fair value as of December 31, 2019 $ 329,175 $ 12,375,000 $ 12,704,175 Change in valuation inputs or other assumptions 831,250 31,250,000 32,081,250 Fair value as of December 31, 2020 $ 1,160,425 $ 43,625,000 $ 44,785,425 |
Monte Carlo Simulation Model [Member] | |
Schedule of public warrants | Input November 5, Risk-free interest rate 1.72 % Expected term (years) 5.25 Expected volatility 13.6 % Exercise price $ 11.50 Fair value of the common stock price $ 10.00 |
Black Scholes Model [Member] | |
Schedule of public warrants | Input November 5, Expected term (years) 5.25 Expected volatility 13.6 % Risk-free interest rate 1.72 % Exercise price $ 11.50 Fair value per share of underlying Class A common stock $ 10.00 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 06, 2019 | Dec. 31, 2020 | Nov. 04, 2019 |
Description of Organization and Business Operations (Textual) | |||
Sale of stock | 22,000,000 | ||
Sale of stock shares price | $ 10 | $ 0.77 | |
Initial public offering, description | 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. 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 of business combination | $ 5,000,001 | ||
Company's obligation to redeemed, percentage | 100.00% | ||
Business combination of public offering, description | If the Company is unable to complete a Business Combination by November 5, 2021 (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. | ||
Public share price | $ 10 | ||
Transaction agreement, description | (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. | ||
Underwriting fees | $ 4,400,000 | ||
Deferred underwriting fees | 9,350,000 | ||
Other offering costs | 517,762 | ||
Offering costs | $ 14,267,762 | ||
Net proceeds from issuance of sale of units held in trust account | $ 250,000,000 | ||
Initial public offering price per unit | $ 10 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Price per share | $ 10 | ||
Sale of stock | 665,000 | ||
Sale of stock shares price | $ 10 | ||
Sale of stock, value | $ 6,650,000 | ||
Over Allotment Option [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Shares issued | 3,000,000 | ||
Price per share | $ 10 | ||
Sale of stock | 3,000,000 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Shares issued | 25,000,000 | ||
Gross proceeds from issue | $ 250,000,000 | ||
Sale of stock | 25,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 04, 2019 | Aug. 09, 2019 | |
Warrant Liability | $ 12,704,175 | $ 44,785,425 | $ 12,704,175 | |||||||
Additional Paid-in Capital | 8,064,744 | 39,991,524 | 8,064,744 | |||||||
Retained Earnings/ (Accumulated Deficit) | (3,065,680) | (34,992,778) | (3,065,680) | |||||||
Stockholders’ Equity | 5,000,005 | 5,000,007 | $ 5,000,005 | |||||||
Transaction costs allocable to warrant liability | 548,792 | |||||||||
Change in fair value of warrant liability | 2,809,850 | 32,081,250 | ||||||||
Net Income (Loss) | $ (3,065,680) | $ (31,927,098) | ||||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ 0.02 | $ 0.03 | $ 0.02 | |||||||
As Previously Reported [Member] | ||||||||||
Warrant Liability | ||||||||||
Class A Common Stock Subject to Possible Redemption | 238,037,440 | 238,189,360 | 238,261,370 | 237,700,190 | 238,189,360 | 238,037,440 | 237,854,350 | 237,700,190 | 237,406,230 | |
Class A Common Stock | 186 | 185 | 184 | 189 | 185 | 186 | 188 | 189 | 192 | |
Additional Paid-in Capital | 4,368,987 | 4,217,068 | 4,145,059 | 4,706,234 | 4,217,068 | 4,368,987 | 4,552,075 | 4,706,234 | 5,000,191 | |
Retained Earnings/ (Accumulated Deficit) | 630,212 | 782,124 | 854,140 | 292,962 | 782,124 | 630,212 | 447,114 | 292,962 | (1,000) | |
Stockholders’ Equity | 5,000,002 | |||||||||
Transaction costs allocable to warrant liability | ||||||||||
Change in fair value of warrant liability | ||||||||||
Net Income (Loss) | $ (151,912) | $ (72,016) | $ 561,178 | $ 292,962 | $ 489,162 | $ 337,250 | $ 154,152 | |||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.08) | |||
Adjustments [Member] | ||||||||||
Warrant Liability | $ 12,852,450 | $ 13,474,125 | $ 7,775,975 | $ 12,704,175 | $ 13,474,125 | $ 12,852,450 | $ 44,785,425 | 12,704,175 | 9,894,325 | |
Class A Common Stock Subject to Possible Redemption | (12,852,450) | (13,474,125) | (7,775,975) | (12,704,170) | (13,474,125) | (12,852,450) | (44,785,430) | (12,704,170) | (9,894,325) | |
Class A Common Stock | 128 | 135 | 78 | 127 | 135 | 128 | 448 | 127 | 99 | |
Additional Paid-in Capital | 3,506,789 | 4,128,457 | (1,569,636) | 3,358,510 | 4,128,457 | 3,506,789 | 35,439,449 | 3,358,510 | 548,693 | |
Retained Earnings/ (Accumulated Deficit) | (3,506,917) | (4,128,592) | 1,569,558 | (3,358,642) | (4,128,592) | (3,506,917) | (35,439,892) | (3,358,642) | (548,792) | |
Stockholders’ Equity | 5 | |||||||||
Transaction costs allocable to warrant liability | (548,792) | |||||||||
Change in fair value of warrant liability | 621,675 | (5,698,150) | 4,928,200 | (2,809,850) | (769,950) | (148,275) | (32,081,250) | |||
Net Income (Loss) | $ 621,675 | $ (5,698,150) | $ 4,928,200 | $ (3,358,642) | $ (769,950) | $ (148,275) | $ (32,081,250) | |||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ 0.09 | $ (0.82) | $ 0.71 | $ (0.52) | $ (0.12) | $ (0.03) | $ (4.64) | |||
As Restated [Member] | ||||||||||
Warrant Liability | $ 12,852,450 | $ 13,474,125 | $ 7,775,975 | $ 12,704,175 | $ 13,474,125 | $ 12,852,450 | $ 44,785,425 | 12,704,175 | 9,894,325 | |
Class A Common Stock Subject to Possible Redemption | 225,184,990 | 224,715,235 | 230,485,395 | 224,996,020 | 224,715,235 | 225,184,990 | 193,068,920 | 224,996,020 | 227,511,905 | |
Class A Common Stock | 314 | 320 | 262 | 316 | 320 | 314 | 636 | 316 | 291 | |
Additional Paid-in Capital | 7,875,776 | 8,345,525 | 2,575,423 | 8,064,744 | 8,345,525 | 7,875,776 | 39,991,524 | 8,064,744 | 5,548,884 | |
Retained Earnings/ (Accumulated Deficit) | (2,876,705) | (3,346,468) | 2,423,698 | (3,065,680) | (3,346,468) | (2,876,705) | (34,992,778) | $ (3,065,680) | $ (549,792) | |
Stockholders’ Equity | 5,000,007 | |||||||||
Transaction costs allocable to warrant liability | (548,792) | |||||||||
Change in fair value of warrant liability | 621,675 | (5,698,150) | 4,928,200 | (2,809,850) | (769,950) | (148,275) | (32,081,250) | |||
Net Income (Loss) | $ 469,763 | $ (5,770,166) | $ 5,489,378 | $ (3,065,680) | $ (280,788) | $ 188,975 | $ (31,927,098) | |||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ 0.07 | $ (0.84) | $ 0.68 | $ (0.53) | $ (0.16) | $ (0.09) | $ (4.72) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Interest Income | $ 1,133,614 | $ 567,358 | ||
Income and Franchise Tax | (396,098) | (181,952) | ||
Net Earnings | $ 737,516 | $ 385,406 | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 25,000,000 | 25,000,000 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 0.02 | $ 0.03 | $ 0.02 | |
Numerator: Net Income minus Redeemable Net Earnings | ||||
Net Loss | $ (31,927,098) | $ (3,065,680) | ||
Redeemable Net Earnings | (737,516) | (385,406) | ||
Non-Redeemable Net Loss | $ (32,664,614) | $ (3,451,086) | ||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | [1] | 6,915,000 | 6,513,229 | |
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ (4.72) | $ (0.53) | ||
[1] | The weighted average non-redeemable common stock for the year ended December 31, 2020 and 2019 includes the effect of 665,000 Private Units, which were issued in conjunction with the initial public offering on November 5, 2019. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Warrants sold to purchase Class A common stock | 12,832,500 | |
Federal depository insurance coverage | $ 250,000 | |
Money market funds | $ 998,233 | $ 1,556,055 |
Class A common stock subject to possible redemption | 19,306,892 | 22,499,602 |
Offering costs | $ 14,267,762 | |
Interest earned on trust account | $ 451,779 | |
Weighted average non-redeemable common stock | 665,000 | 665,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Textual) | |
Initial public offering shares | shares | 22,000,000 |
Initial public offering per share | $ 0.20 |
Class A common stock [Member] | |
Initial Public Offering (Textual) | |
Initial public offering per share | $ 11.50 |
IPO [Member] | |
Initial Public Offering (Textual) | |
Initial public offering shares | shares | 25,000,000 |
Initial public offering per share | $ 10 |
Description of initial public offering | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant ("Public Warrant"). |
Over Allotment Option [Member] | |
Initial Public Offering (Textual) | |
Initial public offering shares | shares | 3,000,000 |
Initial public offering per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Private Placement (Textual) | ||
Aggregate purchase price | $ 6,650,000 | |
Private Placement [Member] | ||
Private Placement (Textual) | ||
Aggregate purchase shares | 665,000 | |
Stock price | $ 10 | |
Aggregate purchase price | $ 6,650,000 | |
Private placement, description | Each Placement Unit consists of one share of Class A common stock ("Placement Share" or, collectively, "Placement Shares") and one-half of one redeemable warrant (each, a "Placement Warrant" or collectively, "Placement Warrants"). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 01, 2020 | May 15, 2020 | Nov. 06, 2019 | Aug. 09, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Textual) | ||||||||
Aggregate loan amount | $ 300,000 | |||||||
Repayment of advances | $ 230,350 | $ 230,350 | ||||||
Promissory note repaid | $ 282,244 | |||||||
Maturity date | Mar. 30, 2020 | |||||||
Working capital loans | 1,500,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Fees for services | 18,387 | 120,000 | ||||||
Accounts payable and accrued expenses | 18,387 | 397 | $ 18,387 | |||||
Consulting Agreement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Accounts payable and accrued expenses | 10,000 | 10,000 | $ 10,000 | |||||
Consultant fee | $ 10,000 | $ 7,500 | $ 22,500 | 110,000 | ||||
Consulting Agreement [Member] | Maximum [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consultant fee | 150,000 | |||||||
Consulting Agreement [Member] | Minimum [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consultant fee | $ 10,000 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Common Stock per Share | $ 10 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Issuance of common stock to founder, shares | 5,750,000 | 6,325,000 | ||||||
Purchase price of founder shares | $ 25,000 | |||||||
Founder shares subject to Forfeiture | 825,000 | 75,000 | ||||||
Initial stockholders percentage | 20.00% | |||||||
Sponsor ,description | (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. | |||||||
Total number shares issued and outstanding | 6,250,000 | |||||||
Non vested forfeiture of shares | 750,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Office space, utilities and secretarial and administrative support | $ 10,000 |
Commitments (Details)
Commitments (Details) - USD ($) | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments (Textual) | |||
Cash underwriting discount | $ 4,400,000 | ||
Initial public offering per share | $ 0.20 | ||
Initial public offering | 22,000,000 | ||
Underwriting agreement, description | The underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $7,700,000, and (ii) $0.55 per Unit of the gross proceeds from the 3,000,000 Units sold pursuant to the over-allotment option, or $1,650,000, aggregating to a deferred fee of $9,350,000. | ||
Deferred underwriting fee | $ 9,350,000 | ||
Aggregate consideration to be paid | $ 833,000,000 | ||
Aggregate restricted common shares | 7,500,000 | ||
Merger agreement earn-out, description | The Company will also issue to the Pre-Closing Holders an aggregate 7,500,000 restricted FinServ Common Shares (subject to vesting, forfeiture and certain other restrictions (including on transfer) set forth in the Merger Agreement (the "Earn-Out Shares")). With respect to the Earn-Out Shares: (i) one-half (1/2) of the Earn-Out Shares will vest if the closing price of the FinServ Common Shares is greater than or equal to $12.00 over any twenty (20) Trading Days (as defined in the Merger Agreement) within any thirty (30) consecutive Trading Day period and (ii) one-half (1/2) of the Earn-Out Shares will vest if the closing price of the FinServ Common Shares is greater than or equal to $14.00 over any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period, in each case, during the Earn-Out Period (as defined in the Merger Agreement) and subject to adjustments as a result of certain recapitalization events and dividends paid prior to the expiration of the Earn-Out Period. | ||
Class A common stock | |||
Commitments (Textual) | |||
Initial public offering per share | $ 11.50 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Subscription Agreements [Member] | |||
Commitments (Textual) | |||
Initial public offering | 15,000,000 | ||
Aggregate purchase price | $ 150,000,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Warrants (Textual) | |
Description of redeem 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. |
Capital Raising Purposes, description | 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. |
Class A common stock | |
Warrants (Textual) | |
Warrants outstanding to purchase shares | 12,832,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption | 19,306,892 | 22,499,602 |
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, issued | 6,358,108 | 3,165,398 |
Common stock, outstanding | 6,358,108 | 3,165,398 |
Class A common stock subject to possible redemption | 19,306,892 | 22,499,602 |
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, issued | 6,250,000 | 6,250,000 |
Common stock, outstanding | 6,250,000 | 6,250,000 |
Percentage of converted basis sum of total number of common stock outstanding | 20.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Organizational/Start-up costs | $ 141,919 | $ 19,413 |
Total deferred tax asset | 141,919 | 19,413 |
Valuation allowance | (141,919) | (19,413) |
Deferred tax asset, net of allowance |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | |||
Current | $ 196,048 | $ 102,450 | |
Deferred | (122,506) | (19,413) | |
State | |||
Current | |||
Deferred | |||
Change in valuation allowance | 122,506 | 19,413 | |
Income tax provision | $ 102,450 | $ 196,048 | $ 102,450 |
Income Tax (Details 2)
Income Tax (Details 2) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in fair value of warrant liability | (21.20%) | (23.80%) |
Change in valuation allowance | (0.40%) | (0.70%) |
Income tax provision | (0.60%) | (3.50%) |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax (Textual) | ||
Valuation allowance | $ 122,506 | $ 19,413 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 1 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Held-To-Maturity | U.S. Treasury Securities (Mature on 1/21/2021) | Treasury Securities Money Market Fund |
Amortized Cost | $ 251,236,257 | $ 250,567,358 |
Gross Holding Gain | 1,718 | |
Fair Value | $ 251,237,975 | $ 250,567,358 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Warrant Liability – Public Warrants | $ 251,249,193 | $ 250,567,358 |
Total Warrant Liability | 44,785,425 | 12,704,175 |
Level 1 [Member] | ||
Assets | ||
Warrant Liability – Public Warrants | 43,625,000 | 12,375,000 |
Level 3 [Member] | ||
Assets | ||
Warrant Liability – Private Placement Warrants | $ 1,160,425 | $ 329,175 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - $ / shares | Nov. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Risk-free interest rate | 0.41% | 1.78% | |
Expected term (years) | 5 years 4 months 6 days | 5 years 2 months 30 days | |
Expected volatility | 19.40% | 13.60% | |
Exercise price | $ 11.50 | $ 11.50 | |
Fair value of the common stock price | $ 12.50 | $ 9.75 | |
Monte Carlo Simulation Model [Member] | |||
Risk-free interest rate | 1.72% | ||
Expected term (years) | 5 years 2 months 30 days | ||
Expected volatility | 13.60% | ||
Exercise price | $ 11.5 | ||
Fair value of the common stock price | $ 10 | ||
Black Scholes Model [Member] | |||
Risk-free interest rate | 1.72% | ||
Expected term (years) | 5 years 2 months 30 days | ||
Expected volatility | 13.60% | ||
Exercise price | $ 11.5 | ||
Fair value of the common stock price | $ 10 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details 3) - USD ($) | 2 Months Ended | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Beginning balance | $ 12,704,175 | ||
Change in valuation inputs or other assumptions | $ 2,809,850 | 32,081,250 | |
Ending balance | $ 12,704,175 | 12,704,175 | 44,785,425 |
Private Placement [Member] | |||
Beginning balance | 329,175 | ||
Initial measurement on November 5, 2019 | 269,325 | 831,250 | |
Change in valuation inputs or other assumptions | 59,850 | ||
Ending balance | 329,175 | 329,175 | 1,160,425 |
Public [Member] | |||
Beginning balance | 12,375,000 | ||
Initial measurement on November 5, 2019 | 9,625,000 | ||
Change in valuation inputs or other assumptions | 2,750,000 | 31,250,000 | |
Ending balance | 12,375,000 | 12,375,000 | 43,625,000 |
Warrant Liabilities [Member] | |||
Beginning balance | 12,704,175 | ||
Initial measurement on November 5, 2019 | 9,894,325 | ||
Change in valuation inputs or other assumptions | 2,809,850 | 32,081,250 | |
Ending balance | $ 12,704,175 | $ 12,704,175 | $ 44,785,425 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 06, 2019 | Nov. 04, 2019 | |
Fair Value Measurements (Textual) | ||||
Public warrants price per share | $ 10 | $ 0.77 | ||
Warrant for aggregate value | $ 43,630,000 | $ 12,380,000 | $ 9,630,000 | |
Private warrants description | The expected volatility of the Company’s common stock was determined for each period based on the annualized volatility of the Russell 3000 Index using daily returns and a lookback period commensurate with the term of 5.25 years as of the Valuation Date. We note that this volatility is in line with the implied volatility of other Special Purpose Acquisition Companies and was estimated to be 13.6% at November 5, 2019 and December 31, 2019 and was estimated to be 19.4% at December 31, 2020. The discount for potential forfeiture or modification was estimated to be 20.0%, which was determined based on observed forfeitures and/or modifications of such warrants for special purpose acquisition companies. | |||
Cash Equivalents [Member] | ||||
Fair Value Measurements (Textual) | ||||
Assets held in the Trust Account | $ 12,936 | |||
US Treasury Securities [Member] | ||||
Fair Value Measurements (Textual) | ||||
Assets held in the Trust Account | $ 251,236,257 |