Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | ACKRELL SPAC Partners I Co. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 18,169,000 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001790121 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39821 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 677,130 | $ 13,248 |
Prepaid assets | 226,723 | |
Deferred offering costs | 207,325 | |
Total Current Assets | 903,853 | 220,573 |
Cash and securities held in Trust Account | 139,383,247 | |
Total assets | 140,287,100 | 220,573 |
Liabilities and Stockholders’ Equity | ||
Accounts payable and accrued expense | 292,965 | 69,060 |
State franchise tax accrual | 7,225 | |
Due to related parties | 3,548 | |
Sponsor loans | 150,000 | |
Total current liabilities | 303,738 | 219,060 |
Commitments | ||
Common stock subject to possible redemption, 13,364,689 and 0 shares (at redemption value of $10.10 per share) at December 31, 2020 and 2019, respectively | 134,983,359 | |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,804,311 shares (excluding 13,364,689 shares subject to possible redemption) and 3,937,500 shares issued and outstanding at December 31, 2020 and 2019, respectively | 480 | 394 |
Additional paid-in capital | 5,118,821 | 4,874 |
Accumulated deficit | (119,298) | (3,755) |
Total stockholders’ equity | 5,000,003 | 1,513 |
Total Liabilities and Stockholders’ Equity | $ 140,287,100 | $ 220,573 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 13,364,689 | 0 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,804,311 | 3,937,500 |
Common stock, shares outstanding | 4,804,311 | 3,937,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 118,791 | $ 3,755 |
Loss from operations | (118,791) | (3,755) |
Other income | ||
Interest income | 3,247 | |
Total other income | 3,247 | |
Net loss | $ (115,544) | $ (3,755) |
Weighted average shares outstanding, basic and diluted (in Shares) | 4,198,081 | 3,293,288 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.03) | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Share Subscription Receivable | Accumulated Earnings (Deficit) | Total | ||
Balance at Dec. 31, 2018 | $ 374 | [1] | $ 4,626 | $ (5,000) | |||
Balance (in Shares) at Dec. 31, 2018 | [1] | 3,737,500 | |||||
Cash received for share subscription receivable | 5,000 | 5,000 | |||||
Issuance of Representative Shares | $ 20 | [1] | 248 | 268 | |||
Issuance of Representative Shares (in Shares) | [1] | 200,000 | |||||
Sale of 539,000 Private Placement Units on December 23, 2020 | |||||||
Net income/loss | (3,755) | (3,755) | |||||
Balance at Dec. 31, 2019 | $ 394 | [1] | 4,874 | (3,755) | 1,513 | ||
Balance (in Shares) at Dec. 31, 2019 | [1] | 3,937,500 | |||||
Issuance of Representative Shares | $ 15 | [1] | 15 | ||||
Issuance of Representative Shares (in Shares) | [1] | 150,000 | |||||
Return of Insider Shares in connection with the downsized offering on November 25, 2020 | $ (86) | [1] | 86 | ||||
Return of Insider Shares in connection with the downsized offering on November 25, 2020 (in Shares) | [1] | (862,500) | |||||
Effectuation of a 1.2-for-1 stock dividend in connection with the upsized offering on December 2, 2020 | $ 64 | [1] | (64) | ||||
Effectuation of a 1.2-for-1 stock dividend in connection with the upsized offering on December 2, 2020 (in Shares) | [1] | 645,000 | |||||
Return of Representative Shares on December 2, 2020 | $ (4) | [1] | 4 | ||||
Return of Representative Shares on December 2, 2020 (in Shares) | [1] | (40,000) | |||||
Sale of 3,800,000 Units on December 23, 2020 through public offering | $ 1,380 | [1] | 137,998,620 | 138,000,000 | |||
Sale of 3,800,000 Units on December 23, 2020 through public offering (in Shares) | [1] | 13,800,000 | |||||
Sale of 539,000 Private Placement Units on December 23, 2020 | $ 54 | [1] | 5,389,946 | 5,390,000 | |||
Sale of 539,000 Private Placement Units on December 23, 2020 (in Shares) | [1] | 539,000 | |||||
Underwriters’ discount | (2,760,000) | (2,760,000) | |||||
Offering cost charged to additional paid-in-capital | (532,623) | (532,623) | |||||
Reclassification of common stock subject to possible redemption | $ (1,336) | [1] | (134,982,023) | (134,983,359) | |||
Reclassification of common stock subject to possible redemption (in Shares) | [1] | (13,364,689) | |||||
Net income/loss | (115,543) | (115,543) | |||||
Balance at Dec. 31, 2020 | $ 480 | [1] | $ 5,118,821 | $ (119,298) | $ 5,000,003 | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 4,804,311 | |||||
[1] | This number excludes 13,364,689 and 0 common stock subject to possible redemption at December 31, 2020 and 2019, respectively. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (115,543) | $ (3,755) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (3,247) | |
Changes in current assets and current liabilities: | ||
Deferred offering costs | 207,325 | (138,017) |
Prepaid assets | (226,723) | |
Accounts payable and accrued expense | 223,905 | |
State franchise tax accrual | 7,225 | |
Due to related parties | 3,548 | |
Net cash provided by/(used in) operating activities | 96,490 | (141,772) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (139,380,000) | |
Net cash used in investing activities | (139,380,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of 150,000 representative shares | 15 | |
Proceeds from share issuance to Underwriter and collection of subscription receivable from initial stockholder | 5,020 | |
Proceeds from initial public offering, net of underwriters’ discount | 135,240,000 | |
Proceeds from private placement | 5,390,000 | |
Proceeds from Sponsor loan | 150,000 | 150,000 |
Repayment of Sponsor loan | (300,000) | |
Payments of offering costs | (532,623) | |
Net cash provided by financing activities | 139,947,392 | 155,020 |
Net Increase in Cash | 663,882 | 13,248 |
Cash - Beginning | 13,248 | |
Cash - Ending | 677,130 | 13,248 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Increase in deferred offering costs for stock issued to Underwriter | 248 | |
Increase in account payable for deferred offering costs | $ 69,060 | |
Sponsor shares surrendered as part of downsizing | (86) | |
1 for 1.2 stock dividend as part of upsizing | 64 | |
Shares surrendered by Underwriter for no consideration | (4) | |
Initial value of common stock subject to possible redemption | 135,094,307 | |
Change in value of common stock subject to possible redemption | $ (110,948) |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parentheticals) | 12 Months Ended |
Dec. 31, 2020shares | |
Statement of Cash Flows [Abstract] | |
Issuance of representative shares | 150,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Ackrell SPAC Partners I Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 11, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination” or “Initial Business Combination”). As of December 31, 2020, the Company had not yet commenced any operations generating revenue. All activity through December 31, 2020 relates to the Company’s formation, the Initial Public Offering (as defined below) and the search for prospective targets to effect a Business Combination. The Company has selected December 31 as its fiscal year end. Financing The registration statements for the Company’s initial public offering (“Initial Public Offering” or “IPO”) were declared effective on December 21, 2020. On December 23, 2020, the Company consummated the Initial Public Offering of 13,800,000 units (the “Public Units”), which included the full exercise of the underwriter’s overallotment option, generating gross proceeds of $138,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 539,000 units (the “Private Units”) at a price of $10.00 per unit in a private placement to the Company’s sponsor (Ackrell SPAC Sponsors I LLC; the “Sponsor”) and EarlyBirdCapital, Inc. (“EBC”), generating gross proceeds of $5,390,000, which is described in Note 4. Trust Account Following the closing of the IPO on December 23, 2020, an amount of $139,380,000 ($10.00 per Unit) from the net proceeds of the sale of the Public and Private Units in the IPO and private placement was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits (as described in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Subunits included in the Public Units sold in the IPO 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 stockholders will be entitled to redeem their Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per 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 Company will have 12 months from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”), subject to the sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10 per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per 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 Sponsor, EarlyBirdCapital and the Company’s officer and directors have agreed to (i) waive their conversion rights with respect to their Founder Shares, Representative Shares and Private Subunits (the “Private Securities”) in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Private Securities if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Subunits if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Subunits in conjunction with any such amendment. Liquidation The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $677,130 available for working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Public Subunits. As of December 31, 2020, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $5,000 from the sale of the insider shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the IPO (as described in Note 5) and the remaining net proceeds from the IPO and Private Placement (as described in Note 3 and 4). The Company anticipates that the $677,130 outside of the Trust account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. As part of the Company’s IPO filings, the Company publicly disclosed that its initial stockholders, officers, directors or their affiliates 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of December 31, 2020, no Working Capital Loans were outstanding. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Stockholders, the Sponsor, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position as of December 31, 2020 and 2019, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs amounting to $3,292,623 (consisting of $2,760,000 in underwriting commissions and $532,623 of other offering costs) were charged to stockholders’ equity upon the completion of the IPO. Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $677,130 of cash held outside of the Trust Account as of December 31, 2020 and $13,248 as of December 31, 2019. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Investment Held in Trust Account As of December 31, 2020, the Company had $139,383,247 in the Trust Account which may be utilized for Business Combination. As of December 31, 2020, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Description 2020 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 946 $ 946 U.S. Treasury Securities held in Trust Account $ 139,382,301 - $ 139,382,301 - $ 139,383,247 $ 946 $ 139,382,301 $ - Common Stock Subject to Possible Redemption The Company accounts for its common stock underlying the public subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the public subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying public subunits (including common stock underlying public subunits that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock underlying the public subunits are classified as stockholders’ equity. The Company’s common stock underlying the public subunits feature 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, common stock underlying the public subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Warrants Since the Company is not required to net cash settle the Warrants (as defined in Note 3 – Initial Public Offering) and the Warrants are exercisable or convertible upon the consummation of an initial Business Combination, the management determined that the Warrants will be classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale will be allocated to Public Shares and Warrants, based on the relative fair value of the securities in accordance with 470-20-30. The value of the Public Shares and Warrants will be based on the closing price paid by investors. Net Income / (Loss) per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock issued and outstanding for the periods. Weighted average shares were reduced for the effect of up to an aggregate of up to 487,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part was included in the computation of the number of weighted average shares as of December 31, 2019. The underwriters’ over-allotment option was exercised in full on December 23, 2020 and the aforementioned shares are no longer subject to forfeiture. At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the income of the Company. As a result, diluted income per share is the same as basic income per shares for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state 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 provision for income taxes was deemed to be immaterial as of December 31, 2020 and 2019. Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculation for the effect of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature). That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance starting on January 1, 2020. The adoption of this guidance will enable the Company to record the warrants as equity instruments and is not expected to have a material impact on the Company’s financial position, results of operations, cash flows or disclosures moving forward until a trigger event occurs. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update are not expected to have an impact on the Company. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On December 23, 2020, the Company sold 13,800,000 Units at a price of $10.00 per Unit, including the issuance of 1,800,000 Units as a result of the underwriters’ full exercise of their over-allotment option (the “Public Units”). Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (see Note 7). |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 539,000 Units, at a price of $10.00 per unit, for an aggregate purchase price of $5,390,000 (the “Private Units”). A portion of the proceeds from the Private Units were added to the net proceeds from the IPO held in the Trust Account. The Private Units and their underlying securities are identical to the units sold in the Initial Public Offering except the Private Warrants (as defined in Note 7) will be non-redeemable and may be exercised on a cashless basis. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Subunits (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 11, 2018, the Company issued 3,737,500 shares of common stock to its initial stockholder (the “Founder Shares”), Able SPAC Holding LLC, for $5,000 in cash, or approximately $0.0013 per share, in connection with formation (See Note 7). On November 25, 2020, the Sponsor contributed back to the Company, for no consideration, 862,500 shares of Founder Shares for cancellation, resulting in an aggregate of 2,875,000 Founder Shares outstanding. On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. Founder Shares, subject to certain limited exceptions contained in prospectus, will not be transferred, assigned, sold or released from escrow for a period ending on the six-month anniversary of the date of the consummation of the Initial Business Combination or earlier if, subsequent to its Initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was due on the earlier of December 31, 2020 and the closing of the IPO. As of December 31, 2020, the Company has repaid the Sponsor in full from the proceeds of the Initial Public Offering not being placed in the Trust Account. Administrative Services Agreement Commencing on the effective date of the IPO through the acquisition of a target business, the Company has agreed to pay an affiliate of the Company’s Chairman an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. This arrangement will terminate upon completion of the Company’s Initial Business Combination or the distribution of the Trust Account to the Company’s public stockholders. For the period December 23, 2020 through December 31, 2020, the Company has accrued $3,548 of administrative fees as a due to related party payable. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of December 31, 2020 and 2019, no Working Capital Loans were outstanding. |
Cash and Securities Held in Tru
Cash and Securities Held in Trust Account | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Securities Held in Trust Account [Abstract] | |
Cash and Securities Held in Trust Account | Note 6 — Cash and Securities Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $946 in cash and $139,382,301 in U.S. Treasury Securities. The carrying value approximates the fair value due to the short term maturity. As of December 31, 2020 and 2019, cash and securities held in trust account are $139,383,247 and $0, respectively, and will not be released until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock Common Stock On September 11, 2018, the Company issued 3,737,500 shares of common stock to its initial stockholders (the “Founder Shares”), for $5,000 in cash. On November 25, 2020, the Sponsor contributed back to the Company 862,500 shares of Founder Shares for cancellation for no consideration. On October 14, 2019 and November 25, 2020, the Company issued to EarlyBirdCapital 200,000 and 150,000 Representative Shares, respectively, at $0.0001 per share, for an aggregate of 350,000 Representative Shares. On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding and EarlyBirdCapital returned to us for cancellation, at no cost, an aggregate of 40,000 Representative Shares. Prior to the IPO, there were 3,450,000 Founder Shares and 380,000 Representative Shares outstanding. None of the transactions mentioned above materially impacts the market value of the shares presented in the Company’s historical financial statements, nor do they impact the market value of $10.10 per Public Unit regardless of the number of shares outstanding. Therefore, according to accounting literature ASC 505-20-25, this transaction is not a stock split in substance, and no retroactive adjustments to the shares outstanding presented in prior periods is required. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. On December 23, 2020, the Company sold 13,800,000 shares of common stock as part of the IPO. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 539,000 shares of common stock. As of December 31, 2020, shares subject to redemption was 13,364,689. The total shares outstanding at December 31, 2020 and 2019 was 4,804,311 and 3,937,500, respectively. Warrants The Private Warrants, as well as any warrants underlying additional units the Company issue to Sponsor, officers, directors or their affiliates in payment of working capital loans made to us, will be identical to the warrants underlying the units being offered by this prospectus except that such warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the Sponsor or its permitted transferees. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 8 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Units (and their underlying securities), Representative Shares (See Note 7) and any Units that may be issued upon conversion of the working capital loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private units and units issued in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates an Initial Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units. On December 23, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Company’s Initial Business Combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or the Company’s officers or directors, including Ackrell Capital) that assist the Company in identifying or consummating an Initial Business Combination. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,957 $ — Federal Net Operating loss 2,307 789 Total deferred tax asset 24,264 789 Valuation allowance (24,264 ) (789 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 24,264 789 State Current — — Deferred — — Change in valuation allowance (24,264 ) (789 ) Income tax provision $ — $ — As of December 31, 2020 and December 31, 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year December 31, 2020 and December 31, 2019, the change in the valuation allowance was $24,264 and $789, respectively. Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and December 31, 2019 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 0.0 % 0.0 % Change in valuation allowance -21.0 % -21.0 % Income tax provision — % — % 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
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 financial statements were issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position as of December 31, 2020 and 2019, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs amounting to $3,292,623 (consisting of $2,760,000 in underwriting commissions and $532,623 of other offering costs) were charged to stockholders’ equity upon the completion of the IPO. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $677,130 of cash held outside of the Trust Account as of December 31, 2020 and $13,248 as of December 31, 2019. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Investment Held in Trust Account | Investment Held in Trust Account As of December 31, 2020, the Company had $139,383,247 in the Trust Account which may be utilized for Business Combination. As of December 31, 2020, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Description 2020 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 946 $ 946 U.S. Treasury Securities held in Trust Account $ 139,382,301 - $ 139,382,301 - $ 139,383,247 $ 946 $ 139,382,301 $ - |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock underlying the public subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the public subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying public subunits (including common stock underlying public subunits that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock underlying the public subunits are classified as stockholders’ equity. The Company’s common stock underlying the public subunits feature 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, common stock underlying the public subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. |
Warrants | Warrants Since the Company is not required to net cash settle the Warrants (as defined in Note 3 – Initial Public Offering) and the Warrants are exercisable or convertible upon the consummation of an initial Business Combination, the management determined that the Warrants will be classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale will be allocated to Public Shares and Warrants, based on the relative fair value of the securities in accordance with 470-20-30. The value of the Public Shares and Warrants will be based on the closing price paid by investors. |
Net Income / (Loss) per Common Stock | Net Income / (Loss) per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock issued and outstanding for the periods. Weighted average shares were reduced for the effect of up to an aggregate of up to 487,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part was included in the computation of the number of weighted average shares as of December 31, 2019. The underwriters’ over-allotment option was exercised in full on December 23, 2020 and the aforementioned shares are no longer subject to forfeiture. At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the income of the Company. As a result, diluted income per share is the same as basic income per shares for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state 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 provision for income taxes was deemed to be immaterial as of December 31, 2020 and 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculation for the effect of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature). That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance starting on January 1, 2020. The adoption of this guidance will enable the Company to record the warrants as equity instruments and is not expected to have a material impact on the Company’s financial position, results of operations, cash flows or disclosures moving forward until a trigger event occurs. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update are not expected to have an impact on the Company. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value on a recurring basis | December 31, Quoted Significant Significant Description 2020 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 946 $ 946 U.S. Treasury Securities held in Trust Account $ 139,382,301 - $ 139,382,301 - $ 139,383,247 $ 946 $ 139,382,301 $ - |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,957 $ — Federal Net Operating loss 2,307 789 Total deferred tax asset 24,264 789 Valuation allowance (24,264 ) (789 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | December 31, December 31, Federal Current $ — $ — Deferred 24,264 789 State Current — — Deferred — — Change in valuation allowance (24,264 ) (789 ) Income tax provision $ — $ — |
Schedule of federal income tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 0.0 % 0.0 % Change in valuation allowance -21.0 % -21.0 % Income tax provision — % — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Business Operations (Details) [Line Items] | |||
Percentage of fair market value | 80.00% | ||
Percentage of ownership interest | 50.00% | ||
Deposit in trust account (in Dollars per share) | $ 10.10 | ||
Business combination, description | The Company will have 12 months from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”), subject to the sponsor depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10 per unit) for each of the available three-month extensions. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per 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). | ||
Company's obligation to redeemed, percentage | 100.00% | ||
Liquidation, description | The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. | ||
Cash | $ 677,130 | $ 13,248 | |
Sale of insider shares | 5,000 | ||
Trust account value | 677,130 | ||
Working capital loans | $ 1,500,000 | ||
Business combination price, per unit (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 13,800,000 | ||
Gross proceeds | $ 138,000,000 | ||
Unit price (in Dollars per share) | $ 10 | ||
Net proceeds | $ 139,380,000 | ||
Private Placement [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 539,000 | 539,000 | |
Gross proceeds | $ 5,390,000 | ||
Unit price (in Dollars per share) | $ 10 | ||
Sponsor [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Aggregate purchase value | $ 300,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Offering costs | $ 3,292,623 | |
Underwriting commissions | 2,760,000 | |
Other offering costs | 532,623 | |
Cash | 677,130 | $ 13,248 |
Trust account | $ 139,383,247 | |
Subject to possible redemption (in Shares) | 487,500 | |
Federal depository insurance coverage amount | $ 250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2020USD ($) |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | $ 139,383,247 |
Cash held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 946 |
U.S. Treasury Securities held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 139,382,301 |
Quoted Prices In Active Markets (Level 1) | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 946 |
Quoted Prices In Active Markets (Level 1) | Cash held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 946 |
Quoted Prices In Active Markets (Level 1) | U.S. Treasury Securities held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | |
Significant Other Observable Inputs (Level 2) | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 139,382,301 |
Significant Other Observable Inputs (Level 2) | Cash held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | |
Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | 139,382,301 |
Significant Other Unobservable Inputs (Level 3) | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | |
Significant Other Unobservable Inputs (Level 3) | Cash held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total | |
Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities held in Trust Account [Member] | |
Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Total |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended |
Dec. 23, 2020USD ($)$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Public offering transaction, description | Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (see Note 7). |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of shares sold | shares | 13,800,000 |
Price per unit | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Gross proceeds | $ | $ 1,800,000 |
Private Placements (Details)
Private Placements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Private Placements (Details) [Line Items] | |||
Total purchase price | $ 5,390,000 | ||
Private Placement [Member] | |||
Private Placements (Details) [Line Items] | |||
Sale of unit | 539,000 | 539,000 | |
Sale unit price per share | $ 10 | ||
Total purchase price | $ 5,390,000 | ||
EarlyBirdCapital, Inc. [Member] | |||
Private Placements (Details) [Line Items] | |||
Sale of unit | 539,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2020 | Dec. 21, 2020 | Nov. 25, 2020 | Sep. 11, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||
Cash | $ 677,130 | $ 677,130 | $ 13,248 | |||
Business combination, description | the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding and EarlyBirdCapital returned to us for cancellation, at no cost, an aggregate of 40,000 Representative Shares. | |||||
Aggregate amount | 300,000 | 300,000 | ||||
Aggregate fee | 10,000 | |||||
Administrative fees | $ 3,548 | |||||
Working capital loans | $ 1,500,000 | |||||
Business combination price, per unit (in Dollars per share) | $ 10 | $ 10 | ||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate purchase of shares (in Shares) | 3,737,500 | |||||
Cash | $ 5,000 | |||||
Issued price per share (in Dollars per share) | $ 0.0013 | |||||
Cancellation of shares (in Shares) | 862,500 | |||||
Aggregate of shares outstanding (in Shares) | 3,450,000 | 2,875,000 | ||||
Business combination, description | the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. |
Cash and Securities Held in T_2
Cash and Securities Held in Trust Account (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Securities Held in Trust Account (Details) [Line Items] | ||
Cash held in trust account | $ 139,383,247 | |
Cash held in Trust Account [Member] | ||
Cash and Securities Held in Trust Account (Details) [Line Items] | ||
Cash held in trust account | 946 | |
U.S. Treasury Securities [Member] | ||
Cash and Securities Held in Trust Account (Details) [Line Items] | ||
Securities held in trust account | $ 139,382,301 | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Dec. 21, 2020 | Nov. 25, 2020 | Oct. 14, 2019 | Sep. 11, 2018 | Dec. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders’ Equity (Details) [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Cash (in Dollars) | $ 677,130 | $ 13,248 | |||||
Representative shares, description | the Company issued to EarlyBirdCapital 200,000 and 150,000 Representative Shares, respectively, at $0.0001 per share, for an aggregate of 350,000 Representative Shares. | the Company issued to EarlyBirdCapital 200,000 and 150,000 Representative Shares, respectively, at $0.0001 per share, for an aggregate of 350,000 Representative Shares. | |||||
Common stock, description | the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding and EarlyBirdCapital returned to us for cancellation, at no cost, an aggregate of 40,000 Representative Shares. | ||||||
Market value per unit (in Dollars per share) | $ 10.10 | ||||||
Shares subject to possible redemption | 13,364,689 | 13,364,689 | 0 | ||||
Common stock, shares outstanding | 4,804,311 | 4,804,311 | 3,937,500 | ||||
Price per share (in Dollars per share) | $ 11.50 | ||||||
Initial Public Offering [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Aggregate shares of common stock | 13,800,000 | ||||||
Private Placement [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Aggregate shares of common stock | 539,000 | 539,000 | |||||
Founder Shares [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
3,450,000 | 3,737,500 | ||||||
Cash (in Dollars) | $ 5,000 | ||||||
Cancellation of shares | 862,500 | ||||||
Common stock, description | the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. | ||||||
Aggregate shares of common stock | 3,737,500 | ||||||
Representative Shares [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Shares outstanding | 380,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Dec. 23, 2020 | Dec. 31, 2020 |
Commitments & Contingencies (Details) [Line Items] | ||
Underwriters agreement, description | The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. | |
Underwriting fee | 2.00% | |
Percentage of gross proceeds | 3.50% | |
Percentage of fee | 30.00% | |
Over-Allotment Option [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 1,800,000 | |
Initial Public Offering [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 2,760,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 24,264 | $ 789 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 21,957 | |
Federal Net Operating loss | 2,307 | 789 |
Total deferred tax asset | 24,264 | 789 |
Valuation allowance | (24,264) | (789) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | ||
Current | ||
Deferred | 24,264 | 789 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (24,264) | (789) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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% |
Permanent Book/Tax Differences | 0.00% | 0.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
Income tax provision |