| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Principles of Consolidation The accompanying consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been
eliminated in consolidation. Basis of Presentation The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim
financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information
or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been consolidated or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of consolidated financial position, results of operations, or cash flows. In the opinion
of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring
nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31,
2020 as filed with the SEC on May 5, 2021, which contains the audited financial statements and notes thereto. The financial information
as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form
10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily
indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 statement 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 the consolidated financial statements in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term
due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $741,613 and $1,043,895
cash equivalents as of March 31, 2021 and December 31, 2020, respectively. Marketable Securities Held in Trust
Account At March 31, 2021 and December 31, 2020,
substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.
Treasury securities. Warrant Liability The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of
a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815,
including whether the warrants are indexed to the Company’s own ordinary shares, 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 9). Class A Common Stock Subject to Possible
Redemption The Company accounts for its common stock subject to possible redemption
in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from
Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally
redeemable common stock (including common stock that 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 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 March 31, 2021 and December 31, 2020, there were 19,327,366 and 19,306,892 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 incurred of which $13,718,970 were charged to stockholders’ equity and $548,792 were expensed through
the statement of operations upon the completion of the Initial Public Offering. 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. As of March 31, 2021 and December 31,
2020, the Company had approximately $207,000 The Company’s currently taxable income
primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally
considered start-up costs and are not currently deductible. During the three months ended March 31, 2021 and 2020, the Company
recorded income tax expense of approximately $0 and $206,000, respectively, primarily related to interest income earned on the
Trust Account. The Company’s effective tax rate for the three months ended March 31, 2021 and 2020 was approximately 0% and
27%, respectively, which differs from the expected income tax rate due to the start-up costs which are not currently deductible
and permanent differences. 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 March 31, 2021 and December
31, 2020. 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 per Common Share Net income per share is computed by dividing
net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock
subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private
placement to purchase an aggregate of 12,832,500 shares in the calculation of diluted loss per share, since the exercise of the
warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement
of operations includes a presentation of income per share for common stock 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 common stock subject to possible
redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account,
net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption
outstanding since original issuance. Net income per share, basic and
diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities
attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock
outstanding for the period. Non-redeemable common stock includes
Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common
stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation
of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months Ended March 31, 2021 Three Months Ended March 31, 2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account $ 21,527 $ 1,029,913
Less: interest available to be withdrawn for payment of taxes (21,527 ) (1,029,913 )
Net income attributable $ — $ —
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,000,000 25,000,000
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00
Non-Redeemable Common Stock
Numerator: Net income minus Net Earnings
Net income $ 204,737 $ 5,489,378
Less: Net income allocable to Class A common stock subject to possible redemption — —
Non-Redeemable Net Income $ 204,737 $ 5,489,378
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 6,915,000 6,915,000
Basic and diluted net income per share, Non-redeemable Common stock $ 0.03 $ 0.79 Concentration of Credit Risk Financial instruments that potentially
subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed
the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented
in the accompanying consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that
would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted
prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation
techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs
used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC
Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the
instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. In August 2020, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)
(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models
that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative
scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also
introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method
for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective
basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that
ASU 2020-06 would have on its financial position, results of operations or cash flows. Going Concern In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until
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. |
