Jasper Therapeutics (JSPR) S-4/A 16 Jul 21 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	Amplitude Healthcare Acquisition Corp
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Central Index Key	0001788028
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020		Dec. 31, 2019
Current assets
Cash	$ 590,605	$ 770,114		$ 1,212,755
Prepaid income taxes	4,549	4,549
Prepaid expenses and other current assets	161,645	146,979		326,308
Total Current Assets	756,799	921,642		1,539,063
Marketable securities held in Trust Account	100,203,611	100,339,379		100,154,572
Total Assets	100,960,410	101,261,021		101,693,635
Current liabilities
Accounts payable and accrued expenses	180,769	269,451		95,139
Income taxes payable				16,225
Total Current Liabilities	180,769	269,451		111,364
Warrant liability	7,420,000	13,130,000		7,240,000
Deferred underwriting fee payable	3,500,000	3,500,000		3,500,000
Total Liabilities	11,100,769	16,899,451		10,851,364
Commitments and contingencies
Class A common stock subject to possible redemption	84,859,640	79,361,560		85,842,270
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	6,578,611	12,076,635		5,595,951
Accumulated deficit	(1,579,010)	(7,077,081)		(596,380)
Total Stockholders’ Equity	5,000,001	5,000,010		5,000,001
Total Liabilities and Stockholders’ Equity	100,960,410	101,261,021		101,693,635
Class A Common Stock
Stockholders’ Equity
Common stock value	150	206		142
Class B Common Stock
Stockholders’ Equity
Common stock value	$ 250	$ 250	[1]	$ 288	[1]
[1]	At December 31, 2019, included up to 375,000 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common stock, share (in Dollars per share)	$ 10	$ 10	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, share issued
Preferred stock, share outstanding
Class A Common Stock
Class A common stock subject to possible redemption, outstanding	8,485,964	7,936,156	8,584,227
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, share authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	1,514,036	2,063,844	1,415,773
Common stock, shares outstanding	1,514,036	2,063,844	1,415,773
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, share authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	2,500,000	2,500,000	2,875,000
Common stock, shares outstanding	2,500,000	2,500,000	2,875,000

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		5 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019		Dec. 31, 2020
General and administrative expenses	$ 214,402	$ 228,666	$ 136,304		$ 935,400
Loss from operations	(214,402)	(228,666)	(136,304)		(935,400)
Other income (expense):
Change in fair value of warrant liabilities	5,710,000	1,390,000	(360,000)		(5,890,000)
Transaction costs allocated to warrant liability			(238,423)
Interest earned on marketable securities held in Trust Account	2,473	325,348	154,572		383,150
Other income, net	5,712,473	1,715,348
Income before income taxes	5,498,071	1,486,682	(580,155)		(6,442,250)
Provision for income taxes		(57,823)	(16,225)		(38,451)
Net (loss) income	$ 5,498,071	$ 1,428,859	$ (596,380)		$ (6,480,701)
Class A redeemable common stock
Other income (expense):
Weighted average shares outstanding (in Shares)	10,000,000	10,000,000	10,000,000		10,000,000
Basic and diluted net loss per share (in Dollars per share)	$ 0	$ 0.02	$ 0.01		$ 0.01
Class B non-redeemable common stock
Other income (expense):
Weighted average shares outstanding (in Shares)	2,500,000	2,500,000	2,500,000	[1]	2,500,000	[1]
Basic and diluted net loss per share (in Dollars per share)	$ 2.20	$ 0.48	$ (0.26)		$ (2.65)
[1]	In 2019, excluded an aggregate of up to 375,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Retained Earnings/(Accumulated Deficit)	Total
Balance at Aug. 12, 2019
Balance (in Shares) at Aug. 12, 2019
Issuance of Class B common stock to Sponsor	[1]		$ 288	24,712		25,000
Issuance of Class B common stock to Sponsor (in Shares)	[1]		2,875,000
Sale of 10,000,000 Units, net of underwriting discount, offering costs and fair value of Public Warrants		$ 1,000		90,479,479		90,480,479
Sale of 10,000,000 Units, net of underwriting discount, offering costs and fair value of Public Warrants (in Shares)		10,000,000
Excess of proceeds over the fair value of Private Placement Warrants				933,172		933,172
Excess of proceeds over the fair value of Private Placement Warrants (in Shares)
Class A common stock subject to possible redemption		$ (858)		(85,841,412)		(85,842,270)
Class A common stock subject to possible redemption (in Shares)		(8,584,227)
Net income/ loss					(596,380)	(596,380)
Balance at Dec. 31, 2019		$ 142	$ 288	5,595,951	(596,380)	5,000,001
Balance (in Shares) at Dec. 31, 2019		1,415,773	2,875,000
Change in value of Class A common stock subject to possible redemption		$ (15)		(1,428,835)		(1,428,850)
Change in value of Class A common stock subject to possible redemption (in Shares)		(142,885)
Forfeiture of Class B common stock by Sponsor			$ (38)	38
Forfeiture of Class B common stock by Sponsor (in Shares)			(375,000)
Net income/ loss					1,428,859	1,428,859
Balance at Mar. 31, 2020		$ 127	$ 250	4,167,154	832,479	5,000,010
Balance (in Shares) at Mar. 31, 2020		1,272,888	2,500,000
Balance at Dec. 31, 2019		$ 142	$ 288	5,595,951	(596,380)	5,000,001
Balance (in Shares) at Dec. 31, 2019		1,415,773	2,875,000
Change in value of Class A common stock subject to possible redemption		$ 64		6,480,646		6,480,710
Change in value of Class A common stock subject to possible redemption (in Shares)		648,071
Forfeiture of Class B common stock by Sponsor			$ (38)	38
Forfeiture of Class B common stock by Sponsor (in Shares)			(375,000)
Net income/ loss					(6,480,701)	(6,480,701)
Balance at Dec. 31, 2020		$ 206	$ 250	12,076,635	(7,077,081)	5,000,010
Balance (in Shares) at Dec. 31, 2020		2,063,844	2,500,000
Change in value of Class A common stock subject to possible redemption		$ (56)		(5,498,024)		(5,498,080)
Change in value of Class A common stock subject to possible redemption (in Shares)		(549,808)
Net income/ loss					5,498,071	5,498,071
Balance at Mar. 31, 2021		$ 150	$ 250	$ 6,578,611	$ (1,579,010)	$ 5,000,001
Balance (in Shares) at Mar. 31, 2021		1,514,036	2,500,000
[1]	Included 375,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in party by the underwriters.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)	5 Months Ended
	Dec. 31, 2019shares
Statement of Stockholders' Equity [Abstract]
Sale of Units, net of underwriting discount and offering costs	10,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 5,498,071	$ 1,428,859	$ (596,380)	$ (6,480,701)
Interest earned on marketable securities held in Trust Account	(2,473)	(325,348)	(154,572)	(383,150)
Change in fair value of warrant liabilities	(5,710,000)	(1,390,000)	360,000	5,890,000
Transaction costs allocated to warrant liability			238,423
Prepaid income taxes				(4,549)
Prepaid expenses and other current assets	(14,666)	(5,963)	(326,308)	179,329
Accounts payable and accrued expenses	(88,682)	1,759	95,139	174,312
Income taxes payable		57,823	16,225	(16,225)
Net cash used in operating activities	(317,750)	(232,870)	(367,473)	(640,984)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(100,000,000)
Cash withdrawn from Trust Account for franchise and income taxes	138,241	77,310		198,343
Net cash provided by (used in) investing activities	138,241	77,310	(100,000,000)	198,343
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid			98,000,000
Proceeds from sale of Private Placement Warrants			4,000,000
Repayment of promissory note – related party			(183,876)
Payment of offering costs			(235,896)
Net cash provided by financing activities			101,580,228
Net Change in Cash	(179,509)	(155,560)	1,212,755	(442,641)
Cash – Beginning of period	770,114	1,212,755		1,212,755
Cash – End of period	590,605	1,057,195	1,212,755	770,114
Supplemental cash flow information:
Cash paid for income taxes				59,225
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption			86,198,400
Change in value of Class A common stock subject to possible redemption	$ 5,498,080	$ 1,428,850	(356,130)	(6,480,710)
Deferred underwriting fee payable			3,500,000
Payment of offering costs through promissory note – related party			183,876
Deferred offering costs paid directly by stockholder in exchange for issuance of Class B common stock			$ 25,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Amplitude Healthcare Acquisition Corporation (the “Company”) was incorporated in Delaware on August 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 healthcare 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. As of March -operating The registration statement for the Company’s Initial Public Offering was declared effective on November Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4. Transaction costs amounted to $5,944,772, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $444,772 of other offering costs. Following the closing of the Initial Public Offering on November -ended -7 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 Private Placement Warrants, 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 a Business Combination with one or more target businesses that together have 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 a Business Combination. The Company will only complete a Business Combination if the post -transaction 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 ($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 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 Certificate of Incorporation (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 transactions 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, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder 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 10% 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 any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November -Business -initial The Company will have until November -share 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 each case 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 Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 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	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Amplitude Healthcare Acquisition Corporation (the “Company”) was incorporated in Delaware on August 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 healthcare 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. As of December -operating The registration statement for the Company’s Initial Public Offering was declared effective on November Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 5. Transaction costs amounted to $5,944,772, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $444,772 of other offering costs. Following the closing of the Initial Public Offering on November -ended -7 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 Private Placement Warrants, 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 a Business Combination with one or more target businesses that together have 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 a Business Combination. The Company will only complete a Business Combination if the post -transaction 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 ($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 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 Certificate of Incorporation (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 transactions 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, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) 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 10% 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 any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November -Business -initial The Company will have until November -share 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 Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 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

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2020
Restatement Of Previously Issued Financial Statements [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815 -40 -40-15 -linked -40-15 -40-15 -for-fixed -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 as well as re -evaluate 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 investments held in trust, operating expenses, cash flows or cash. As Previously Reported Restatement As Restated Balance sheet as of November 22, 2019 (audited) Warrant Liabilities $ — $ 6,880,000 $ 6,880,000 Class A Common Stock Subject to Possible Redemption 93,078,400 (6,880,000 ) 86,198,400 Class A Common Stock 69 69 138 Additional Paid-in Capital 5,001,471 238,354 5,239,825 Accumulated Deficit (1,823 ) (238,423 ) (240,246 ) Total Stockholders’ Equity 5,000,005 — 5,000,005 Numbers of Class A common stock subject to redemption 9,307,840 (688,000 ) 8,619,840 As Previously Reported Restatement As Restated Balance sheet as of December 31, 2019 (audited) Warrant Liabilities $ — $ 7,240,000 $ 7,240,000 Class A Common Stock Subject to Possible Redemption 93,082,270 (7,240,000 ) 85,842,270 Class A Common Stock 69 72 141 Additional Paid-in Capital 4,997,601 598,351 5,595,952 (Accumulated Deficit) Retained Earnings 2,043 (598,423 ) (596,380 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Numbers of Class A common stock subject to redemption 9,308,227 (724,000 ) 8,584,227 Balance sheet as of March 31, 2020 (unaudited) Warrant Liabilities $ — $ 5,850,000 $ 5,850,000 Class A Common Stock Subject to Possible Redemption 93,121,120 (5,850,000 ) 87,271,120 Class A Common Stock 69 59 128 Additional Paid-in Capital 4,958,789 (791,636 ) 4,167,154 Retained Earnings 40,902 791,577 832,479 Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,312,112 (585,000 ) 8,727,112 Balance sheet as of June 30, 2020 (unaudited) Warrant Liabilities $ — $ 9,000,000 $ 9,000,000 Class A Common Stock Subject to Possible Redemption 92,839,070 (9,000,000 ) 83,839,070 Class A Common Stock 72 90 162 Additional Paid-in Capital 5,240,836 2,358,333 7,599,169 Accumulated Deficit (241,157 ) (2,358,423 ) (2,599,580 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Numbers of Class A common stock subject to redemption 9,283,907 (900,000 ) 8,383,907 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — $ 10,660,000 $ 10,660,000 Class A Common Stock Subject to Possible Redemption 92,637,870 (10,660,000 ) 81,977,870 Class A Common Stock 74 107 181 Additional Paid-in Capital 5,442,034 4,018,316 9,460,350 Accumulated Deficit (442,348 ) (4,018,423 ) (4,460,771 ) Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,263,787 (1,066,000 ) 8,197,787 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 13,130,000 $ 13,130,000 Class A Common Stock Subject to Possible Redemption 92,491,560 (13,130,000 ) 79,361,560 Class A Common Stock 75 131 206 Additional Paid-in Capital 5,588,343 6,488,292 12,076,635 Accumulated Deficit (588,658 ) (6,488,423 ) (7,077,081 ) Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,249,156 (1,313,000 ) 7,936,156 As Previously Reported Restatement As Restated Statement of Operations for the period from August 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ (360,000 ) $ (360,000 ) Transaction costs allocated to warrant liability — (238,423 ) (238,423 ) Net income (loss) 2,043 (598,423 ) (596,380 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.02 ) (0.24 ) (0.26 ) Statement of Operations for the Three Months Ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,390,000 $ 1,390,000 Net income 38,859 1,390,000 1,428,859 Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 0.00 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.07 ) 0.56 0.49 Statement of Operations for the Three Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,150,000 ) $ (3,150,000 ) Net loss (282,059 ) (3,150,000 ) (3,432,059 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.11 ) (1.26 ) (1.37 ) Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,760,000 ) $ (1,760,000 ) Net loss (243,200 ) (1,760,000 ) (2,003,200 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.18 ) (1.26 ) (1.44 ) As Previously Reported Restatement As Restated Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,660,000 ) $ (1,660,000 ) Net loss (201,191 ) (1,660,000 ) (1,861,191 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.08 ) (0.66 ) (0.74 ) Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,420,000 ) $ (3,420,000 ) Net loss (444,391 ) (3,420,000 ) (3,864,391 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.25 ) (0.66 ) (0.91 ) Statement of Operations for the Year Ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,890,000 ) $ (5,890,000 ) Net loss (590,701 ) (5,890,000 ) (6,480,701 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.29 ) (2.36 ) (2.65 ) Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ 360,000 $ 360,000 Transaction costs allocated to warrant liability — 238,423 238,423 Net income (loss) 2,043 (598,423 ) (596,380 ) Initial classification of Class A common stock subject to possible redemption 93,078,400 (6,880,000 ) 86,198,400 Change in value of Class A common stock subject to possible redemption 3,870 (360,000 ) (356,130 ) As Previously Reported Restatement As Restated Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,390,000 ) $ (1,390,000 ) Net income 38,859 1,390,000 1,428,859 Change in value of Class A common stock subject to possible redemption 38,850 1,390,000 1,428,850 Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,760,000 $ 1,760,000 Net loss (243,200 ) (1,760,000 ) (2,003,200 ) Change in value of Class A common stock subject to possible redemption (243,200 ) (1,760,000 ) (2,003,200 ) Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,420,000 ) $ (3,420,000 ) Net loss (444,391 ) (3,420,000 ) (3,864,391 ) Change in value of Class A common stock subject to possible redemption (444,400 ) (3,420,000 ) (3,864,400 ) Statement of Cash Flows for the Year Ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,890,000 ) $ (5,890,000 ) Net loss (590,701 ) (5,890,000 ) (6,480,701 ) Change in value of Class A common stock subject to possible redemption (590,710 ) (5,890,000 ) (6,480,710 )

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K 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 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 Use of Estimates The preparation of condensed 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash 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 features 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 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 amounted to $5,944,772, of which $5,706,349 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $238,423 were expensed to the statement of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 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 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 -dilutive The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended 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 $ 2,473 $ 325,348 Income and Franchise Tax (2,473 ) (107,823 ) Redeemable Net Earnings $ — $ 217,525 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,498,071 $ 1,428,859 Redeemable Net Earnings — (217,348 ) Non-Redeemable Net Income $ 5,498,071 $ 1,211,334 Denominator: Weighted Average Non-Redeemable B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 2.20 $ 0.48 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. At March 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 condensed balance sheets, primarily due to their short -term 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 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: • • • 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 -current -cash 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 condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 -06	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity 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 Accounting Standards Codification (“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 features 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, the 9,249,156 and 9,308,227, respectively, shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s 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 amounted to $5,944,772, of which $5,706,349 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $238,423 were expensed to the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40under -measurement Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 -dilutive The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two -class -redeemable redeemable common stock, by the weighted average number of Class B non -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 383,150 $ 154,572 Income and Franchise Tax (238,501 ) (93,535 ) Net Earnings $ 144,649 $ 61,037 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.01 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (6,480,701 ) $ 596.380 Redeemable Net Earnings (144,649 ) (61,037 ) Non-Redeemable Net Loss $ (6,625,350 ) $ (535,343 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (2.65 ) $ (0.26 ) Note: As of December -redeemable 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 balance sheets, primarily due to their short -term 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 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: • • • 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 -current -cash 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 financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. Each Private 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 Private Placement Warrants 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 of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. Each Private 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 Private Placement Warrants 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 of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, the Sponsor purchased 2,875,000 -for-one The Founder Shares included an aggregate of up 375,000 -allotment -converted -allotment The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans 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 warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March Related Party Consulting Agreement On March Related Party Arrangement The Company has an arrangement with an entity, which is 45% owned by the Company’s Chief Executive Officer, whereby it currently pays an aggregate of $3,697 per month for office space. No written agreement currently exists, as such, the payments are on a month to month basis. For the three months ended March	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, the Sponsor purchased 2,875,000 -for-one The Founder Shares included an aggregate of up 375,000 -allotment -converted -allotment The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August -interest Related Party Loans 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 warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020 and 2019, no Working Capital Loans were outstanding. Related Party Consulting Agreement On March Related Party Arrangement The Company has an arrangement with an entity, which is 45% owned by the Company’s Chief Executive Officer, whereby it currently pays an aggregate of $3,697 per month for office space. No written agreement currently exists, as such, the payments are on a month to month basis. For the year ended December

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on November -back Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate. One of the underwriters is entitled to a portion of a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. Another portion of such amount will be paid to a third party that did not participate in the Initial Public Offering (but who is a member of FINRA) that is assisting the Company in consummating a Business Combination. The deferred fee will become payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement and subsequent related agreements.	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on November -back Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. A portion of such amount may be paid to third parties not participating in Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion; provided, that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate deferred underwriting commission paid to the underwriters unless the parties otherwise agree. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. 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 closing of a Business Combination on a one -for-one -linked -converted -linked -linked	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock At December 31, 2020 and 2019, there were 2,063,844 and 1,415,773 Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. 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 closing of a Business Combination on a one -for-one -linked -converted -linked -linked

Warrant Liability

Warrant Liability	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Warrant Liability [Abstract]
WARRANT LIABILITY	NOTE 8. WARRANT LIABILITY 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 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 any 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, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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, except as discussed below. 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 weighted average trading price of the Company’s 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, then 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private 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	NOTE 9. WARRANT LIABILITY 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 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 any 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, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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, except as discussed below. 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 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private 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

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 166,813 $ 12,389 Total deferred tax asset 166,813 12,389 Valuation allowance (166,813 ) (12,389 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: As of December 31, 2020 2019 Federal Current $ 38,451 $ 16,225 Deferred (154,424 ) (12,389 ) State Current $ — $ — Deferred — — Change in valuation allowance 154,424 12,389 Income tax provision $ 38,451 $ 16,225 As of December 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 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 (19.2 )% (13.0 )% Transaction costs allocated to warrant liability 0.0 % (8.6 )% Change in valuation allowance (2.4 )% (2.1 )% Income tax provision (0.6 )% (2.7 )% 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	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. 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 -to-maturity -to-maturity At March The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,203,611 $ 100,339,379 Liabilities: Warrant liability – Public Warrants 1 4,100,000 7,250,000 Warrant liability – Private Placement Warrants 3 3,320,000 5,880,000 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 The Public Warrants were initially valued using Monte Carlo Simulation at issuance and December The following table presents the changes in the fair value of Level 3 warrant liabilities for the three months ended March Private Placement Fair value as of January 1, 2021 $ 5,880,000 Change in fair value (2,560,000 ) Fair value as of March 31, 2021 $ 3,320,000	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 -to-maturity -to-maturity At December The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December Description Level December 31, Level December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,339,379 1 $ 100,154,572 Liabilities: Warrant Liability – Public Warrants 1 7,250,000 3 4,000,000 Warrant Liability – Private Placement Warrants 3 5,880,000 3 3,240,000 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank -check The following table presents the quantitative information regarding Level 3 fair value measurements: December 31, December 31, Stock price 10.01 $ 9.67 Term to initial business combination (in years) 0.75 1.0 Volatility 20.0 % 11.5 % Risk-free rate 0.47 % 1.76 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Level 3 Fair value as of August 13, 2019 (inception) $ — $ — $ — Initial measurement on November 22, 2019 3,080,000 3,800,000 6,880,000 Change in fair value 160,000 200,000 360,000 Fair value as of December 31, 2019 3,240,000 4,000,000 7,240,000 Change in fair value 2,640,000 (750,000 ) 1,890,000 Transfer to Level 1 — (3,250,000 ) (3,250,000 ) Fair value as of December 31, 2020 $ 5,880,000 $ — $ 5,880,000 Transfers to/from Levels

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as identified below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On May -owned issue and sell to the PIPE Investors, an aggregate of 10,000,000	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On May forth therein, Merger Sub will merge with and into Jasper, with Jasper surviving as a wholly -owned

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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 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	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 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
Use of Estimates	Use of Estimates The preparation of condensed 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 period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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	Cash and Cash Equivalents The Company considers all short -term
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity	Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that 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	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 Accounting Standards Codification (“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 features 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, the 9,249,156 and 9,308,227, respectively, shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s 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 amounted to $5,944,772, of which $5,706,349 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $238,423 were expensed to the statement of operations.	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 amounted to $5,944,772, of which $5,706,349 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $238,423 were expensed to the statement of operations.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity -classified -classified 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 -cash	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40under -measurement
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 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 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 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 The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 -dilutive The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended 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 $ 2,473 $ 325,348 Income and Franchise Tax (2,473 ) (107,823 ) Redeemable Net Earnings $ — $ 217,525 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,498,071 $ 1,428,859 Redeemable Net Earnings — (217,348 ) Non-Redeemable Net Income $ 5,498,071 $ 1,211,334 Denominator: Weighted Average Non-Redeemable B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 2.20 $ 0.48	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 -dilutive The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two -class -redeemable redeemable common stock, by the weighted average number of Class B non -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 383,150 $ 154,572 Income and Franchise Tax (238,501 ) (93,535 ) Net Earnings $ 144,649 $ 61,037 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.01 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (6,480,701 ) $ 596.380 Redeemable Net Earnings (144,649 ) (61,037 ) Non-Redeemable Net Loss $ (6,625,350 ) $ (535,343 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (2.65 ) $ (0.26 ) Note: As of December -redeemable
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. At March	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 condensed balance sheets, primarily due to their short -term	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 balance sheets, primarily due to their short -term
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier 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: • • • 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.	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 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: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash	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 -current -cash
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 condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 -06	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 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 [Abstract]
Schedule of restatement of previously issued balance sheet	As Previously Reported Restatement As Restated Balance sheet as of November 22, 2019 (audited) Warrant Liabilities $ — $ 6,880,000 $ 6,880,000 Class A Common Stock Subject to Possible Redemption 93,078,400 (6,880,000 ) 86,198,400 Class A Common Stock 69 69 138 Additional Paid-in Capital 5,001,471 238,354 5,239,825 Accumulated Deficit (1,823 ) (238,423 ) (240,246 ) Total Stockholders’ Equity 5,000,005 — 5,000,005 Numbers of Class A common stock subject to redemption 9,307,840 (688,000 ) 8,619,840 As Previously Reported Restatement As Restated Balance sheet as of December 31, 2019 (audited) Warrant Liabilities $ — $ 7,240,000 $ 7,240,000 Class A Common Stock Subject to Possible Redemption 93,082,270 (7,240,000 ) 85,842,270 Class A Common Stock 69 72 141 Additional Paid-in Capital 4,997,601 598,351 5,595,952 (Accumulated Deficit) Retained Earnings 2,043 (598,423 ) (596,380 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Numbers of Class A common stock subject to redemption 9,308,227 (724,000 ) 8,584,227 Balance sheet as of March 31, 2020 (unaudited) Warrant Liabilities $ — $ 5,850,000 $ 5,850,000 Class A Common Stock Subject to Possible Redemption 93,121,120 (5,850,000 ) 87,271,120 Class A Common Stock 69 59 128 Additional Paid-in Capital 4,958,789 (791,636 ) 4,167,154 Retained Earnings 40,902 791,577 832,479 Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,312,112 (585,000 ) 8,727,112 Balance sheet as of June 30, 2020 (unaudited) Warrant Liabilities $ — $ 9,000,000 $ 9,000,000 Class A Common Stock Subject to Possible Redemption 92,839,070 (9,000,000 ) 83,839,070 Class A Common Stock 72 90 162 Additional Paid-in Capital 5,240,836 2,358,333 7,599,169 Accumulated Deficit (241,157 ) (2,358,423 ) (2,599,580 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Numbers of Class A common stock subject to redemption 9,283,907 (900,000 ) 8,383,907 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — $ 10,660,000 $ 10,660,000 Class A Common Stock Subject to Possible Redemption 92,637,870 (10,660,000 ) 81,977,870 Class A Common Stock 74 107 181 Additional Paid-in Capital 5,442,034 4,018,316 9,460,350 Accumulated Deficit (442,348 ) (4,018,423 ) (4,460,771 ) Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,263,787 (1,066,000 ) 8,197,787 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 13,130,000 $ 13,130,000 Class A Common Stock Subject to Possible Redemption 92,491,560 (13,130,000 ) 79,361,560 Class A Common Stock 75 131 206 Additional Paid-in Capital 5,588,343 6,488,292 12,076,635 Accumulated Deficit (588,658 ) (6,488,423 ) (7,077,081 ) Total Stockholders’ Equity 5,000,010 — 5,000,010 Numbers of Class A common stock subject to redemption 9,249,156 (1,313,000 ) 7,936,156
Schedule of restatement of previously issued statement of operations	As Previously Reported Restatement As Restated Statement of Operations for the period from August 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ (360,000 ) $ (360,000 ) Transaction costs allocated to warrant liability — (238,423 ) (238,423 ) Net income (loss) 2,043 (598,423 ) (596,380 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.02 ) (0.24 ) (0.26 ) Statement of Operations for the Three Months Ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,390,000 $ 1,390,000 Net income 38,859 1,390,000 1,428,859 Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 0.00 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.07 ) 0.56 0.49 Statement of Operations for the Three Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,150,000 ) $ (3,150,000 ) Net loss (282,059 ) (3,150,000 ) (3,432,059 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.11 ) (1.26 ) (1.37 ) Statement of Operations for the Six Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,760,000 ) $ (1,760,000 ) Net loss (243,200 ) (1,760,000 ) (2,003,200 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.18 ) (1.26 ) (1.44 ) As Previously Reported Restatement As Restated Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,660,000 ) $ (1,660,000 ) Net loss (201,191 ) (1,660,000 ) (1,861,191 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.00 — 0.00 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.08 ) (0.66 ) (0.74 ) Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,420,000 ) $ (3,420,000 ) Net loss (444,391 ) (3,420,000 ) (3,864,391 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.02 — 0.02 Weighted average shares outstanding of Class B non-redeemable common stock 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.25 ) (0.66 ) (0.91 ) Statement of Operations for the Year Ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,890,000 ) $ (5,890,000 ) Net loss (590,701 ) (5,890,000 ) (6,480,701 ) Weighted average shares outstanding of Class A redeemable common stock 10,000,000 — 10,000,000 Basic and diluted net loss per share, Class A 0.01 — 0.01 Weighted average shares outstanding of Class B non-redeemable 2,500,000 — 2,500,000 Basic and diluted net loss per share, Class B (0.29 ) (2.36 ) (2.65 ) Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ 360,000 $ 360,000 Transaction costs allocated to warrant liability — 238,423 238,423 Net income (loss) 2,043 (598,423 ) (596,380 ) Initial classification of Class A common stock subject to possible redemption 93,078,400 (6,880,000 ) 86,198,400 Change in value of Class A common stock subject to possible redemption 3,870 (360,000 ) (356,130 )
Schedule of restatement of previously issued statement of cash flows	As Previously Reported Restatement As Restated Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited) Change in fair value of warrant liability $ — $ (1,390,000 ) $ (1,390,000 ) Net income 38,859 1,390,000 1,428,859 Change in value of Class A common stock subject to possible redemption 38,850 1,390,000 1,428,850 Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,760,000 $ 1,760,000 Net loss (243,200 ) (1,760,000 ) (2,003,200 ) Change in value of Class A common stock subject to possible redemption (243,200 ) (1,760,000 ) (2,003,200 ) Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ (3,420,000 ) $ (3,420,000 ) Net loss (444,391 ) (3,420,000 ) (3,864,391 ) Change in value of Class A common stock subject to possible redemption (444,400 ) (3,420,000 ) (3,864,400 ) Statement of Cash Flows for the Year Ended December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,890,000 ) $ (5,890,000 ) Net loss (590,701 ) (5,890,000 ) (6,480,701 ) Change in value of Class A common stock subject to possible redemption (590,710 ) (5,890,000 ) (6,480,710 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three Months Ended Three Months Ended 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 $ 2,473 $ 325,348 Income and Franchise Tax (2,473 ) (107,823 ) Redeemable Net Earnings $ — $ 217,525 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 5,498,071 $ 1,428,859 Redeemable Net Earnings — (217,348 ) Non-Redeemable Net Income $ 5,498,071 $ 1,211,334 Denominator: Weighted Average Non-Redeemable B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 2.20 $ 0.48	Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 383,150 $ 154,572 Income and Franchise Tax (238,501 ) (93,535 ) Net Earnings $ 144,649 $ 61,037 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 10,000,000 10,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.01 $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (6,480,701 ) $ 596.380 Redeemable Net Earnings (144,649 ) (61,037 ) Non-Redeemable Net Loss $ (6,625,350 ) $ (535,343 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,500,000 2,500,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (2.65 ) $ (0.26 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	As of December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 166,813 $ 12,389 Total deferred tax asset 166,813 12,389 Valuation allowance (166,813 ) (12,389 ) Deferred tax asset, net of allowance $ — $ —
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	As of December 31, 2020 2019 Federal Current $ 38,451 $ 16,225 Deferred (154,424 ) (12,389 ) State Current $ — $ — Deferred — — Change in valuation allowance 154,424 12,389 Income tax provision $ 38,451 $ 16,225
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	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 (19.2 )% (13.0 )% Transaction costs allocated to warrant liability 0.0 % (8.6 )% Change in valuation allowance (2.4 )% (2.1 )% Income tax provision (0.6 )% (2.7 )%

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis [Table Text Block]	Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,203,611 $ 100,339,379 Liabilities: Warrant liability – Public Warrants 1 4,100,000 7,250,000 Warrant liability – Private Placement Warrants 3 3,320,000 5,880,000	Description Level December 31, Level December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 100,339,379 1 $ 100,154,572 Liabilities: Warrant Liability – Public Warrants 1 7,250,000 3 4,000,000 Warrant Liability – Private Placement Warrants 3 5,880,000 3 3,240,000
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]		December 31, December 31, Stock price 10.01 $ 9.67 Term to initial business combination (in years) 0.75 1.0 Volatility 20.0 % 11.5 % Risk-free rate 0.47 % 1.76 % Dividend yield 0.0 % 0.0 %
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]		Private Public Level 3 Fair value as of August 13, 2019 (inception) $ — $ — $ — Initial measurement on November 22, 2019 3,080,000 3,800,000 6,880,000 Change in fair value 160,000 200,000 360,000 Fair value as of December 31, 2019 3,240,000 4,000,000 7,240,000 Change in fair value 2,640,000 (750,000 ) 1,890,000 Transfer to Level 1 — (3,250,000 ) (3,250,000 ) Fair value as of December 31, 2020 $ 5,880,000 $ — $ 5,880,000
Schedule of changes in the fair value of Level 3 warrant liabilities	Private Placement Fair value as of January 1, 2021 $ 5,880,000 Change in fair value (2,560,000 ) Fair value as of March 31, 2021 $ 3,320,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended		5 Months Ended	12 Months Ended
	Nov. 22, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	$ 100,000,000
Sale of warrants ( (in Shares)		10,000,000			10,000,000
Sale price (in Dollars per share)		$ 10			$ 10
Gross proceeds of warrants				$ 4,000,000
Transaction costs amount					5,944,772
Underwriting fees		$ 2,000,000			2,000,000
Deferred underwriting fees		3,500,000			3,500,000
Other offering costs		$ 444,772			$ 444,772
Aggregate fair market value percentage				1.76%	0.47%
Net tangible assets			$ 5,000,001		$ 5,000,001
Business combination, description		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 Company’s 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, then 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.
Dissolution expenses		$ 100,000			$ 100,000
Initial public offering price per unit (in Dollars per share)		$ 10
Public share price (in Dollars per share)		$ 10			$ 10
Transaction costs amount		$ 5,944,772
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, percentage			50.00%		50.00%
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description		The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.			The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of unit (in Shares)	10,000,000
Generating gross proceeds	$ 100,000,000
Net proceeds	$ 100,000,000				$ 100,000,000
Share price per unit (in Dollars per share)	$ 10				$ 10
Aggregate public share percentage		10.00%			10.00%
Initial public offering price per unit (in Dollars per share)					$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 4,000,000
Sale of warrants ( (in Shares)		4,000,000			4,000,000
Sale price (in Dollars per share)		$ 1			$ 1
Aggregate fair market value percentage			80.00%		80.00%
Private Placement Warrants [Member] | Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants ( (in Shares)					4,000,000
Sale price (in Dollars per share)					$ 1
Gross proceeds of warrants					$ 4,000,000
Public Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)			$ 10		$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Nov. 22, 2019
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Warrant Liabilities	$ 13,130,000	$ 10,660,000	$ 9,000,000	$ 5,850,000	$ 7,240,000	$ 6,880,000
Class A Common Stock Subject to Possible Redemption	(13,130,000)	(10,660,000)	(9,000,000)	(5,850,000)	(7,240,000)	(6,880,000)
Class A Common Stock	131	107	90	59	72	69
Additional Paid-in Capital	6,488,292	4,018,316	2,358,333	(791,636)	598,351	238,354
(Accumulated Deficit) Retained Earnings	(6,488,423)	(4,018,423)	(2,358,423)	791,577	(598,423)	(238,423)
Numbers of Class A common stock subject to redemption	(1,313,000)	(1,066,000)	(900,000)	(585,000)	(724,000)	(688,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Warrant Liabilities	13,130,000	10,660,000	9,000,000	5,850,000	7,240,000	6,880,000
Class A Common Stock Subject to Possible Redemption	79,361,560	81,977,870	83,839,070	87,271,120	85,842,270	86,198,400
Class A Common Stock	206	181	162	128	141	138
Additional Paid-in Capital	12,076,635	9,460,350	7,599,169	4,167,154	5,595,952	5,239,825
(Accumulated Deficit) Retained Earnings	(7,077,081)	(4,460,771)	(2,599,580)	832,479	(596,380)	(240,246)
Total Stockholders’ Equity	5,000,010	5,000,010	5,000,001	5,000,010	5,000,001	5,000,005
Numbers of Class A common stock subject to redemption	7,936,156	8,197,787	8,383,907	8,727,112	8,584,227	8,619,840
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Class A Common Stock Subject to Possible Redemption	92,491,560	92,637,870	92,839,070	93,121,120	93,082,270	93,078,400
Class A Common Stock	75	74	72	69	69	69
Additional Paid-in Capital	5,588,343	5,442,034	5,240,836	4,958,789	4,997,601	5,001,471
(Accumulated Deficit) Retained Earnings	(588,658)	(442,348)	(241,157)	40,902	2,043	(1,823)
Total Stockholders’ Equity	5,000,010	5,000,010	5,000,001	5,000,010	5,000,001	5,000,005
Numbers of Class A common stock subject to redemption	$ 9,249,156	$ 9,263,787	$ 9,283,907	$ 9,312,112	$ 9,308,227	$ 9,307,840

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations - USD ($)	3 Months Ended			4 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	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Change in fair value of warrant liability		$ (3,150,000)	$ 1,390,000	$ (360,000)	$ 360,000	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Transaction costs allocated to warrant liability				(238,423)	238,423
Net income (loss)	$ (1,660,000)	$ (3,150,000)	$ 1,390,000	$ (598,423)	$ (598,423)	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)
Basic and diluted net loss per share, Class A (in Dollars per share)			$ 0
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.66)	$ (1.26)	$ 0.56	$ (0.24)		$ (1.26)	$ (0.66)	$ (2.36)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					(6,880,000)
Change in value of Class A common stock subject to possible redemption					$ (360,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Change in fair value of warrant liability		$ (3,150,000)	$ 1,390,000	$ (360,000)	360,000	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Transaction costs allocated to warrant liability				(238,423)	238,423
Net income (loss)	$ (1,861,191)	$ (3,432,059)	$ 1,428,859	$ (596,380)	$ (596,380)	$ (2,003,200)	$ (3,864,391)	$ (6,480,701)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)	10,000,000	10,000,000	10,000,000	10,000,000		10,000,000	10,000,000	10,000,000
Basic and diluted net loss per share, Class A (in Dollars per share)	$ 0	$ 0	$ 0.02	$ 0.01		$ 0.02	$ 0.02	$ 0.01
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)	2,500,000	2,500,000	2,500,000	2,500,000		2,500,000	2,500,000	2,500,000
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.74)	$ (1.37)	$ 0.49	$ (0.26)		$ (1.44)	$ (0.91)	$ (2.65)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					86,198,400
Change in value of Class A common stock subject to possible redemption					$ (356,130)
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Net income (loss)	$ (201,191)	$ (282,059)	$ 38,859	$ 2,043	$ 2,043	$ (243,200)	$ (444,391)	$ (590,701)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)	10,000,000	10,000,000	10,000,000	10,000,000		10,000,000	10,000,000	10,000,000
Basic and diluted net loss per share, Class A (in Dollars per share)	$ 0	$ 0	$ 0.02	$ 0.01		$ 0.02	$ 0.02	$ 0.01
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)	2,500,000	2,500,000	2,500,000	2,500,000		2,500,000	2,500,000	2,500,000
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.08)	$ (0.11)	$ (0.07)	$ (0.02)		$ (0.18)	$ (0.25)	$ (0.29)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					93,078,400
Change in value of Class A common stock subject to possible redemption					$ 3,870

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows - USD ($)	3 Months Ended			4 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	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Change in fair value of warrant liability			$ (1,390,000)			$ 1,760,000	$ (3,420,000)	$ (5,890,000)
Net income (loss)	$ (1,660,000)	$ (3,150,000)	1,390,000	$ (598,423)	$ (598,423)	(1,760,000)	(3,420,000)	(5,890,000)
Change in value of Class A common stock subject to possible redemption			1,390,000			(1,760,000)	(3,420,000)	(5,890,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Change in fair value of warrant liability			(1,390,000)			1,760,000	(3,420,000)	(5,890,000)
Net income (loss)	(1,861,191)	(3,432,059)	1,428,859	(596,380)	(596,380)	(2,003,200)	(3,864,391)	(6,480,701)
Change in value of Class A common stock subject to possible redemption			1,428,850			(2,003,200)	(3,864,400)	(6,480,710)
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Net income (loss)	$ (201,191)	$ (282,059)	38,859	$ 2,043	$ 2,043	(243,200)	(444,391)	(590,701)
Change in value of Class A common stock subject to possible redemption			$ 38,850			$ (243,200)	$ (444,400)	$ (590,710)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Offering cost	$ 5,944,772			$ 5,706,349
Federal depository insurance coverage	250,000			250,000
Charged to stockholders’ equity	5,706,349
Deferred tax asset	211,000			167,000
Valuation allowance	211,000		$ 12,389	166,813
Income tax expense	0
Income tax expense		$ 57,823	$ 16,225	38,451
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering cost				5,944,772
Offering cost	$ 238,423
Other expenses				$ 238,423
Class A common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)			9,308,227	9,249,156
Common stock subject to possible redemption (in Shares)		9,000,000		9,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income			$ 154,572	$ 383,150
Income and Franchise Tax	$ (2,473)	$ (107,823)	(93,535)	(238,501)
Net Earnings			61,037	144,649
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted			10,000,000	10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock			0.01	0.01
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	5,498,071	1,428,859	596.380	(6,480,701)
Redeemable Net Earnings		(217,348)	(61,037)	(144,649)
Non-Redeemable Net Loss	5,498,071	1,211,334	(535,343)	(6,625,350)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	$ 2,500,000	$ 2,500,000	$ 2,500,000	$ 2,500,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock (in Dollars per share)	$ 2.20	$ 0.48	$ (0.26)	$ (2.65)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	10,000,000	10,000,000
Unit price per share	$ 10	$ 10
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Stock price		$ 11.50
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Stock price	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)	3 Months Ended	5 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Private Placement (Details) [Line Items]
Sale of warrants (in Shares)	10,000,000		10,000,000
Sale price per unit	$ 10		$ 10
Aggregate purchase price (in Dollars)		$ 4,000,000
Common stock price per share	$ 10
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Sale of warrants (in Shares)	4,000,000		4,000,000
Sale price per unit	$ 1		$ 1
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)	$ 4,000,000
Common stock price per share	$ 11.50
Class A Common Stock [Member] | Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)			$ 4,000,000
Common stock price per share			$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 23, 2019	May 30, 2020	Jan. 06, 2020	Aug. 31, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares)					11,091	11,091
Aggregate loan amount	$ 300,000
Non-interest bearing maturity date	Mar. 31, 2020
Outstanding promissory note payable	$ 183,876
Business combination of working capital					$ 1,500,000			$ 1,500,000
Price per warrant (in Dollars per share)								$ 1
Incurred and paid under agreement					$ 0	$ 7,050		$ 7,050
Incurred and paid fees							$ 44,364
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares)			375,000
Share conversion percentage					20.00%			20.00%
Founder shares issued and outstanding (in Shares)			2,500,000		2,500,000			2,500,000
Consulting agreement [Member]
Related Party Transactions (Details) [Line Items]
Related party consulting agreements fee		$ 600						$ 600
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Ownership interest, percentage						45.00%		45.00%
Aggregate office space amount					$ 3,697			$ 3,697
Over-Allotment Option [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares)								375,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)					$ 1
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to sponsor (in Shares)					375,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to sponsor (in Shares)				2,875,000
Aggregate consideration				$ 25,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount of per unit	$ 0.20
Underwriters aggregate amount	$ 2,000,000	$ 2,000,000
Deferred fee, per unit	$ 0.35
Deferred aggregate amount	$ 3,500,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount of per unit		$ 0.20
Underwriters aggregate amount		$ 2,000,000
Deferred fee, per unit		$ 0.35
Deferred aggregate amount		$ 3,500,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Stockholders' Equity (Details) [Line Items]
Preferred stock, share authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, share authorized	100,000,000	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	1,514,036	2,063,844		1,415,773
Common stock, shares outstanding	1,514,036	2,063,844		1,415,773
Common stock subject to possible redemption		7,936,156		8,584,227
Class A common stock subject to possible redemption	8,485,964	7,936,156		8,584,227
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, share authorized	10,000,000	10,000,000		10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued	2,500,000	2,500,000		2,875,000
Common stock, shares outstanding	2,500,000	2,500,000		2,875,000
Converted stock percentage	20.00%	20.00%

Warrant Liability (Details)

Warrant Liability (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Warrant Liability (Details) [Line Items]
Warrants and Rights Outstanding, Term	5 years	5 years
Warrant price per share		$ 0.01
Common stock exceeds per share		$ 18
Description of warrants for redemption	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 to each warrant holder; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.
Business combination, description	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 Company’s 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, then 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.
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination, description		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 Company’s 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax (Details)

Income Tax (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 12,389	$ 154,424

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset
Organizational costs/Startup expenses		$ 166,813	$ 12,389
Total deferred tax asset		166,813	12,389
Valuation allowance	$ (211,000)	(166,813)	(12,389)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Federal
Current			$ 16,225	$ 38,451
Deferred			(12,389)	(154,424)
State
Current
Deferred
Change in valuation allowance			12,389	154,424
Income tax provision		$ 57,823	$ 16,225	$ 38,451

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate	5 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Schedule of federal income tax rate [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	(13.00%)	(19.20%)
Transaction costs allocated to warrant liability	(8.60%)	0.00%
Change in valuation allowance	(2.10%)	(2.40%)
Income tax provision	(2.70%)	(0.60%)

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Fair Value Measurements (Details) [Line Items]
Interest earned			$ 198,343
Assets held in trust account			100,339,379	$ 100,154,572
Franchise and income tax obligations paid	$ 138,241	$ 77,310
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Marketable securities held in Trust Account			100,339,379	$ 100,154,572
Transfer amount of fair value		$ 3,250,000
Assets held in trust account	$ 100,203,611		$ 100,339,379

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 100,339,379	$ 100,154,572
Liabilities:
Warrant Liability – Public Warrants	7,250,000	4,000,000
Warrant Liability – Private Placement Warrants	$ 5,880,000	$ 3,240,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Stock price (in Dollars per share)	$ 9.67	$ 10.01
Term to initial business combination (in years)	1 year	9 months
Volatility	11.50%	20.00%
Risk-free rate	1.76%	0.47%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value, beginning balance		$ 3,240,000
Initial measurement on November 22, 2019	3,080,000
Change in fair value	160,000	2,640,000
Transfer to Level 1
Fair value, ending balance	3,240,000	5,880,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value, beginning balance		4,000,000
Initial measurement on November 22, 2019	3,800,000
Change in fair value	200,000	(750,000)
Transfer to Level 1		(3,250,000)
Fair value, ending balance	4,000,000
Level 3 Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value, beginning balance		7,240,000
Initial measurement on November 22, 2019	6,880,000
Change in fair value	360,000	1,890,000
Transfer to Level 1		(3,250,000)
Fair value, ending balance	$ 7,240,000	$ 5,880,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	May 05, 2021USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Aggregate shares of common stock | shares	10,000,000
Common stock price per share | $ / shares	$ 10
Aggregate gross proceeds | $	$ 100
Number of shares issue | shares	10,000,000
Price per share | $ / shares	$ 10
Aggregate gross proceeds | $	$ 100

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 2,473	$ 325,348
Income and Franchise Tax	$ (2,473)	(107,823)	$ (93,535)	$ (238,501)
Redeemable Net Earnings		$ 217,525
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted (in Shares)	10,000,000	10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock (in Dollars per share)	$ 0	$ 0.02
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$ 5,498,071	$ 1,428,859	596.380	(6,480,701)
Redeemable Net Earnings		(217,348)	(61,037)	(144,649)
Non-Redeemable Net Income	5,498,071	1,211,334	(535,343)	(6,625,350)
Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	$ 2,500,000	$ 2,500,000	$ 2,500,000	$ 2,500,000
Earnings/Basic and Diluted Non-Redeemable Class B Common Stock (in Dollars per share)	$ 2.20	$ 0.48	$ (0.26)	$ (2.65)

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Level 1 [Member]
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 100,203,611	$ 100,339,379
Liabilities:
Warrant liability	4,100,000	7,250,000
Level 3 [Member]
Liabilities:
Warrant liability	$ 3,320,000	$ 5,880,000

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities	3 Months Ended
	Mar. 31, 2021USD ($)
Schedule of changes in the fair value of Level 3 warrant liabilities [Abstract]
Fair value as of January 1, 2021	$ 5,880,000
Change in fair value	(2,560,000)
Fair value as of March 31, 2021	$ 3,320,000