Greenrose Holding (GNRSQ) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 11, 2021
Document Information Line Items
Entity Registrant Name	GREENROSE ACQUISITION CORP.
Trading Symbol	GNRS
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		21,892,500
Amendment Flag	false
Entity Central Index Key	0001790665
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39217
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2845696
Entity Address, Address Line One	111
Entity Address, Address Line Two	Broadway
Entity Address, City or Town	Amityville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11701
City Area Code	(516)
Local Phone Number	346-5270
Title of 12(b) Security	Common stock, par value $0.0001 per share
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 253,115	$ 309,849
Prepaid expenses	71,989	45,096
Total Current Assets	325,104	354,945
Marketable securities held in Trust Account	173,402,529	173,656,603
Other asset	50,000
TOTAL ASSETS	173,777,633	174,011,548
Current liabilities
Accrued expenses	1,231,989	399,999
Promissory note – related party	300,000
Total Current Liabilities	1,531,989	399,999
Private warrants liability	1,445,400	1,980,000
Convertible promissory note, net – related party	2,895,629	1,593,605
TOTAL LIABILITIES	5,873,018	3,973,604
Commitments
Common stock subject to possible redemption 16,210,346 and 16,414,428 shares at June 30, 2021 and December 31, 2020, respectively	162,904,607	165,037,937
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 70,000,000 shares authorized; 5,682,154 and 5,478,072 shares issued and outstanding (excluding 16,210,346 and 16,414,428 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively	568	548
Additional paid-in capital	8,744,751	6,611,441
Accumulated deficit	(3,745,311)	(1,611,982)
Total Stockholders’ Equity	5,000,008	5,000,007
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 173,777,633	$ 174,011,548

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	16,210,346	16,414,428
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
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	5,682,154	5,478,072
Common stock, shares outstanding	5,682,154	5,478,072

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Financial Position [Abstract]
Operating and formation costs	$ 1,198,324	$ 273,652	$ 2,374,511	$ 549,031
Loss from operations	(1,198,324)	(273,652)	(2,374,511)	(549,031)
Other (expenses) income:
Interest earned on marketable securities held in Trust Account	4,325	43,276	8,606	1,147,848
Interest Expense – Promissory Note	(552,973)	(88,687)	(1,039,311)	(93,560)
Change in fair value of private warrants liabilities	217,800	594,000	534,600	990,000
Change in fair value of Convertible promissory note, net – related party	180,794	238,079	737,287	322,470
Other (expenses) income, net	(150,054)	786,668	241,182	2,366,758
(Loss) Income before income taxes	(1,348,378)	513,016	(2,133,329)	1,817,727
Benefit from (Provision for) income taxes		48,373		(126,084)
Net (loss) income	$ (1,348,378)	$ 561,389	$ (2,133,329)	$ 1,691,643
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	16,337,862	10,328,183	16,375,933	10,332,300
Basic and diluted net (loss) income per share. Common stock subject to possible redemption (in Dollars per share)				$ 0.09
Basic and diluted weighted average shares outstanding, Common stock (in Shares)	5,554,638	5,197,872	5,516,567	4,991,550
Basic and diluted net (loss) income per share, Common stock (in Dollars per share)	$ (0.24)	$ 0.10	$ (0.39)	$ 0.16

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance, at Dec. 31, 2019	$ 431	$ 24,569	$ (2,199)	$ 22,801
Balance, (in Shares) at Dec. 31, 2019	4,312,500
Sale of 17,250,000 Units, net of underwriting discount and offering expenses	$ 1,725	168,079,001		168,080,726
Sale of 17,250,000 Units, net of underwriting discount and offering expenses (in Shares)	17,250,000
Sale of 330,000 Private Units, net of warrant liability	$ 33	3,065,667		3,065,700
Sale of 330,000 Private Units, net of warrant liability (in Shares)	330,000
Contribution in excess of fair value of sale of 1,650,000 Private Warrants		478,500		478,500
Common stock subject to possible redemption	$ (1,669)	(167,776,305)		(167,777,974)
Common stock subject to possible redemption (in Shares)	(16,694,628)
Net loss (Income)			1,130,254	1,130,254
Balance, at Mar. 31, 2020	$ 520	3,871,432	1,128,055	5,000,007
Balance, (in Shares) at Mar. 31, 2020	5,197,872
Change in value of common stock subject to possible redemption	$ (6)	(561,383)		(561,389)
Change in value of common stock subject to possible redemption (in Shares)	(50,949)
Net loss (Income)			561,389	561,389
Balance, at Jun. 30, 2020	$ 514	3,310,049	1,689,444	5,000,007
Balance, (in Shares) at Jun. 30, 2020	5,146,923
Balance, at Dec. 31, 2020	$ 548	6,611,441	(1,611,982)	5,000,007
Balance, (in Shares) at Dec. 31, 2020	5,478,072
Change in value of common stock subject to possible redemption	$ 8	784,942		784,951
Change in value of common stock subject to possible redemption (in Shares)	80,872
Net loss (Income)			(784,951)	(784,951)
Balance, at Mar. 31, 2021	$ 556	7,396,383	(2,396,933)	5,000,007
Balance, (in Shares) at Mar. 31, 2021	5,558,944
Balance, at Dec. 31, 2020	$ 548	6,611,441	(1,611,982)	5,000,007
Balance, (in Shares) at Dec. 31, 2020	5,478,072
Balance, at Jun. 30, 2021	$ 568	8,744,751	(3,745,311)	5,000,008
Balance, (in Shares) at Jun. 30, 2021	5,682,154
Balance, at Mar. 31, 2021	$ 556	7,396,383	(2,396,933)	5,000,007
Balance, (in Shares) at Mar. 31, 2021	5,558,944
Change in value of common stock subject to possible redemption	$ 12	1,348,368		1,348,379
Change in value of common stock subject to possible redemption (in Shares)	123,210
Net loss (Income)			(1,348,378)	(1,348,378)
Balance, at Jun. 30, 2021	$ 568	$ 8,744,751	$ (3,745,311)	$ 5,000,008
Balance, (in Shares) at Jun. 30, 2021	5,682,154

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of units	17,250,000
Sale of private units	330,000
Sale of Private Warrants	1,650,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ (2,133,329)	$ 1,691,643
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(8,606)	(1,147,848)
Interest Expense – Promissory Note	1,039,311	93,560
Change in fair value of private warrants liability	(534,600)	(990,000)
Change in fair value of Convertible promissory note, net – related party	(737,287)	(322,470)
Changes in operating assets and liabilities:
Prepaid expenses	(26,893)	(21,500)
Other asset	(50,000)
Accrued expenses	831,990	97,880
Income taxes payable		126,084
Net cash used in operating activities	(1,619,414)	(472,651)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(172,500,000)
Cash withdrawn from trust account for taxes	262,680
Net cash provided by (used in) investing activities	262,680	(172,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		169,050,000
Proceeds from sale of Private Units		3,300,000
Proceeds from sale of Private Warrants		1,650,000
Advances from related party		164,753
Repayment of advances from related party		(796,119)
Proceeds from promissory note – related party	300,000
Proceeds from Convertible promissory note – related party	1,000,000	1,000,000
Payment of offering costs		(355,490)
Net cash provided by financing activities	1,300,000	174,013,144
Net Change in Cash	(56,734)	1,040,493
Cash – Beginning of period	309,849	24,970
Cash – End of period	253,115	1,065,463
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption		166,647,190
Change in value of common stock subject to possible redemption	(2,133,329)	(1,609,253)
Initial classification of private warrants liability		1,405,800
Initial classification of Convertible promissory note, net – related party	1,087,401	492,165
Offering costs included in accrued offering costs		$ 13,459

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Greenrose Acquisition Corp. (the “Company”) was incorporated in Delaware on August 26, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). 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. On March 12, 2021, the Company entered into definitive agreements to acquire four cannabis companies. The companies are Shango Holdings Inc. (Shango), Futureworks LLC (d/b/a The Health Center), Theraplant, LLC, and True Harvest, LLC. As part of the acquisition, the company formed wholly owned subsidiaries to effect the business combinations: i) GNRS NV Merger Sub, Inc., a Nevada corporation on March 10, 2021, ii) GNRS CT Merger Sub, LLC, a Connecticut limited liability company on March 5, 2021, iii) Futureworks Holdings, Inc. a Delaware corporation on March 11, 2021, and iv) True Harvest Holdings, Inc., a Delaware corporation on March 10, 2021. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company or companies for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from assets held in the Trust Account, interest expense from the amortization of the debt discount on our promissory note and recognizes changes in the fair value of derivative liabilities as other income (expense). The registration statement for the Company’s Initial Public Offering was declared effective on February 10, 2020. On February 13, 2020, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the “Private Units”) and 1,500,000 warrants (the “Private Warrants” and, together with the Private Units, the “Private Securities”) at a price of $10.00 per Private Unit and $1.00 per Private Warrant in a private placement to Greenrose Associates, LLC (the “Sponsor”) and Imperial Capital, LLC (“Imperial”), generating gross proceeds of $4,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on February 13, 2020, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”) located in the United States, which will be only invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On February 14, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on February 14, 2020, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 30,000 Private Units, at $10.00 per Private Unit, and 150,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $22,950,000. A total of $22,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. Transaction costs amounted to $4,419,274 consisting of $3,450,000 of underwriting fees and $969,274 of other offering costs. 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 the Private Securities, 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 having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($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 franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and Imperial have agreed to vote their Founder’s Shares (as defined in Note 5), Private Shares (as defined in Note 4), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with 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 or don’t vote at all. The Sponsor and Imperial have agreed (a) to waive their redemption rights with respect to their Founder’s Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder’s Shares and Private Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect 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, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until August 13, 2021 (subject to its right to extend the period of time to consummate a Business Combination for up to an additional three months if the Sponsor agrees to deposit $569,250 in the Trust Account for each one month extension) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, 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 of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. See note 9 for details regarding extension of the business combination and amendments to business combination agreements. 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 $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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, none of the Company’s officers or directors, the Sponsor, Imperial or their respective officers, directors, shareholder or members (collectively, the “Insiders”) will be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of June 30, 2021, the Company had cash of $253,115 held outside of the Trust Account, total current liabilities of $1,481,989 which excludes franchise taxes payable of $50,000, of which such amount will be paid from interest earned on the Trust Account. For the six months ended June 30, 2021, we incurred a net loss of $2,133,329 and used $1,569,414 cash from operating activities. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through September 13, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. See note 9 for details regarding extension of the business combination and additional financing. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the uncertainty related to our ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. We consolidate the financial statements of our wholly-owned subsidiaries and all intercompany transactions and account balances have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 27, 2021, which contains the audited financial statements and notes thereto. The Company restated the condensed consolidated financial statements for the period ended March 31, 2020 and for the year ended December 31, 2020 in its previously filed Form 10-K. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. Treasury securities. Derivative Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. The fair value of the instruments was estimated using a Black-Scholes model. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months and six months ended June 30, 2021, the Company recorded no income tax expense. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,230,000 shares of common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. There were no dilutive securities for the period ended June 30, 2021 or December 31, 2020. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive. Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended Six Months Ended June 30 2021 2020 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 4,325 43,276 8,606 1,147,848 Less: interest available to be withdrawn for payment of taxes (4,325 ) — (8,606 ) (237,639 ) Net income $ — $ 43,276 $ — $ 910,209 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,337,862 10,328,183 16,375,933 10,332,300 Basic and diluted net income per share, Common stock subject to possible redemption $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.09 Non-Redeemable Common Stock Numerator: Net (loss) income minus Net (loss) Earnings Net (loss) income $ (1,348,378 ) $ 561,389 $ (2,133,329 ) $ 1,691,643 Less: Income attributable to common stock subject to possible redemption — (43,276 ) — (910,209 ) Non-redeemable net income (loss) $ (1,348,378 ) $ 518,113 $ (2,133,329 ) $ 781,434 Basic and diluted weighted average shares outstanding, Common Stock 5,554,638 5,197,872 5,516,567 4,991,550 Basic and diluted net (loss) income per common share $ (0.24 ) $ 0.10 $ (0.39 ) $ 0.16 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. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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 consolidated financial statements.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2021
Public Offering Disclosure [Abstract]
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Imperial purchased an aggregate of 300,000 Private Units at a price of $10.00 per Private Unit and 1,500,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $4,500,000. The Sponsor purchased 200,000 Private Units and 1,000,000 Private Warrants and Imperial purchased 100,000 Private Units and 500,000 Private Warrants. As a result of the underwriters’ election to fully exercise their over-allotment option on February 14, 2020, the Sponsor and Imperial purchased an additional 30,000 Private Units, at a purchase price of $10.00 per Private Unit, and 150,000 Private Warrants, at a purchase price of $1.00 per Private Warrant, for an aggregate purchase price of $450,000. Each Private Unit consists of one share of common stock (“Private Share”) and one warrant. Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the Private Securities were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Securities will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Shares will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder’s Shares In August 2019, the Sponsor purchased 4,312,500 shares (the “Founder’s Shares”) of the Company’s common stock for an aggregate price of $25,000. The Founder’s Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares underlying the Private Securities). On February 14, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, 562,500 Founder’s Shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, it will not transfer, assign or sell any of the Founder’s Shares until (i) with respect to 50% of the Founder’s Shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Founder’s Shares, for a period ending on the one-year anniversary of the date of the consummation of the Business Combination, or earlier if, subsequent to the Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) to the Company’s or Sponsor’s officers, directors, consultants or their affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, or (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with the Company’s prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions. In addition, the Sponsor has agreed not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder’s Shares unless, prior to (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Founder’s Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the SEC thereunder and with all applicable state securities laws. Advances — Related Party As of December 31, 2020, the Sponsor had advanced an aggregate of $631,366 on the Company’s behalf to cover certain expenses (the “Advances”). An additional $164,753 was advanced as of February 2020. The Advances were non-interest bearing and due on demand. Total advances of $796,119 were repaid on March 9, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and 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 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 $2,000,000 of the Working Capital Loans may be convertible into units at a price of $10.00 per unit and/or warrants at a price of $1.00 per warrant. The units would be identical to the Private Units and the warrants would be identical to the Private Warrants. On March 26, 2020, the Company issued an unsecured promissory note (the “2020 Note”) in the principal amount of $1,000,000 to the Sponsor. The Note is non-interest bearing and payable upon the consummation of a Business Combination. Up to $1,000,000 of such loans may be convertible into units at a price of $10.00 per unit and/or warrants at a price of $1.00 per warrant. The units would be identical to the Private Units and the warrants would be identical to the Private Warrants. On January 29, 2021, the Company issued an unsecured promissory note (the “2021 Note”) in the principal amount of $1,000,000 to the Sponsor. The Note is non-interest bearing and payable upon the consummation of a Business Combination. Up to $1,000,000 of such loans may be convertible into units at a price of $10.00 per unit and/or warrants at a price of $1.00 per warrant. The units would be identical to the Private Units and the warrants would be identical to the Private Warrants. The Company assessed the provisions of the convertible promissory note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to a discount on the promissory note. The discount will be amortized over the life of the Note. For the three and six months ended June 30, 2021, $552,973 and $1,039,311, respectively, were included within interest expense. To calculate the value of the embedded derivative we utilized a “with” and “without” approach. In the “with” scenario we valued the convertible promissory notes using a Black-Scholes model as it was determined that on a business combination, a holder would likely convert into private warrants, which were themselves valued using a Black-Scholes model and are considered to be a Level 3 fair value measurement (see Note 8). In the “without” scenario, we valued the repayment of the notional value of the convertible promissory note using a risk-adjusted discounted cash flow model. The primary unobservable inputs utilized in determining the fair value of the conversion option are volatility and credit spread. For the 2021 Note, the assumptions used to value the conversion option were consistent with those utilized in the Company’s Black-Scholes valuation for private warrants and are detailed below: January 29, June 30, (2) Expected volatility (%) 17.5 % 12.2 % Risk-free interest rate (%) 0.54 % 0.90 % Expected dividend yield (%) 0.0 % 0.0 % Contractual term (years) 0.5 0.17 Conversion price (1) ( (1) ) ( (1) ) Underlying share price 10.28 9.99 Convertible notes amount $ 1,000,000 $ 2,000,000 Fair value of the conversion feature (3) $ 1,087,401 $ 1,163,000 (1) The conversion price is $10.00 per unit and/or $1.00 per warrant (2) June 30, 2021 reflects the inputs for the fair value assumptions for the 2020 Note, 2021 Note, and private warrants (3) The fair value adjustments for both the 2020 Note and 2021 Note are included in the June 30, 2021 column The following table presents the change in the fair value of conversion option: 2020 Note 2021 Note Fair value as of January 1, 2020 $ - $ - Initial measurement on March 26, 2020 492,165 - Change in valuation inputs and other assumptions 320,721 - Fair value as of December 31, 2020 $ 812,886 $ - Initial measurement on January 29, 2021 1,087,401 Change in valuation inputs and other assumptions (231,385 ) (505,901 ) Fair value as of June 30, 2021 $ 581,500 $ 581,500 Administrative Support Agreement The Company entered into an agreement whereby, commencing on February 10, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended June 30, 2021 and 2020, the Company incurred and paid $30,000 in fees for these services. For the six months ended June 30, 2021 and 2020, the Company incurred and paid $60,000 in fees for these services.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2021
Commitments [Abstract]
Commitments	Note 6 — Commitments Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2020, the holders of the Founder’s Shares, Private Units, Private Warrants, and any units or warrants that may be issued upon conversion of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder’s Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder’s Shares are to be released from escrow. The holders of a majority of the Private Units or 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 commencing after the Company consummates a Business Combination. Notwithstanding anything to the contrary, Imperial may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that Imperial may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Initial Public Offering underwriting agreement provides that in the event the Company completes a financing transaction similar to the Initial Public Offering or Business Combination, or enters into a statement or letter of intent that results in such a transaction, within 18 months following its termination, Imperial shall be entitled to receive any expense reimbursement due to it along with payment in full of its applicable fee of either (i) 2% of the gross proceeds of the offering, of which 1% will be in cash and 1% will be in equity of the Company for a financing transaction, or (ii) an amount equal to 5% of the face amount of any equity securities and 3% of the face amount of any debt sold or arranged as part of the Business Combination (exclusive of any applicable finders’ fees which might become payable). Additionally, Imperial has the right to act as a book-runner and managing underwriter for all underwritten follow-on offerings for 18 months following completion of the Initial Public Offering and the right to approve any co-lead managing underwriter or co-book runner. Business Combination Marketing Agreement The Company has engaged Imperial as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders 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 a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Imperial a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of Initial Public Offering, or $7,762,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 20% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination. Additionally, the Company has agreed to pay Imperial a cash fee for assisting it in obtaining financing for the Business Combination in an amount equal to 5% of the face amount of any equity securities and 3% of the face amount of any debt sold or arranged as part of the Business Combination (exclusive of any applicable finders’ fees which might become payable).

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Preferred Stock — Common Stock Warrants 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; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. 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 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 common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of 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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 173,402,529 Liabilities Private warrants liability 2 $ 1,445,400 Convertible component of convertible promissory note 3 $ 1,163,000 The private warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the private warrants and the shares of common stock issuable upon the exercise of the private warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The private placement warrants and the convertible component of the convertible promissory note (collectively, the “Derivative Instruments”) were accounted for as liabilities in accordance with ASC 815-40 and are presented within the private warrant liabilities and convertible promissory note, net – related party on our condensed consolidated balance sheets. The instruments are measured at fair value at inception and on a recurring basis, with changes in fair value presented within Change in fair value of private warrant liabilities and Change in fair value of Convertible promissory note, net – related party in the condensed consolidated statements of operations. Initial Measurement The Company established the initial fair value for the warrants on February 13, 2020, the date of the Company’s Initial Public Offering, using a Black-Scholes model for the private warrants. The Company allocated the proceeds received from the sale of private warrants first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption and common stock based on their relative fair values at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs, and they move to a Level 2 when the public warrants begin trading separately on May 11, 2020. Subsequent Measurement The private warrants are measured at fair value on a recurring basis. As of March 31, 2020, the private warrants are classified as Level 2 due to the use of an observable market quote in an active market. As of June 30, 2021, the aggregate values of the private warrants and the convertible component of convertible promissory note were $1,445,400 and $1,163,000, respectively. The fair value assumptions are included in Note 5. The following tables present the changes in the fair value of private warrants and the convertible component of Convertible promissory note: Private Fair value as of December 31, 2020 $ 1,980,000 Change in fair value (534,600 ) Fair value as of June 30, 2021 $ 1,445,400 Convertible Fair value as of December 31, 2020 $ 812,886 Convertible Components issued in 2021 1,087,401 Change in fair value (737,287 ) Fair value as of June 30, 2021 $ 1,163,000

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. True Harvest On July 2, 2021, the Company entered into an amendment (the “True Harvest Amendment No.1”) to the True Harvest Holdings, Inc. Asset Purchase Agreement, dated as of March 12, 2021. Pursuant to True Harvest Amendment No. 1, the table in Section 1.05(c) of the Purchase Agreement was deleted and replaced with the following table: 36 Month Price Point Percentage of Earnout Flower Production - average price 0% <$2,199 20% $2,200-$2,199 50% $2,200-$2,499 80% $2,500-$2,799 100% $2,800+ In addition, pursuant to the True Harvest Amendment No. 1, a new Section 1.05.1 Hurdle Amount is added to the Purchase Agreement, whereby the purchase price of True Harvest would be adjusted by the addition of (i) up to a maximum of four million seven hundred thousand dollars ($4,700,000) added to the principal amount of the secured note to be issued at closing and (ii) up to a maximum of one million four hundred thousand dollars ($1,400,000) of additional debt to be assumed by the Buyer at closing, in each case, subject to True Harvest achieving certain revenue targets, as well as True Harvest having constructed eight grow rooms in a condition ready to accept plants for grow prior to closing, in each case as set forth in the True Harvest Amendment No. 1. Also in addition, pursuant to the True Harvest Amendment No. 1, the “drop dead” date for closing was amended to be November 30, 2021. Theraplant On August 10, 2021, the Company entered into an amendment (the “Theraplant Amendment No.1”) to the Agreement and Plan of Merger dated as of March 12, 2021, by and among the Company, GNRS CT Merger Sub, LLC, Theraplant and Shareholder Representative Services LLC (the “Merger Agreement”). Pursuant to the Theraplant Amendment No. 1, the purchase price of Theraplant would be adjusted by the addition of the issuance registered shares of the Company’s common stock, par value $10.00 per share, in the aggregate amount of Fifty Million Dollars ($50,000,000). Theraplant’s selling shareholders will receive customary registration rights in connection with the issuance of shares of the Company’s common stock as part of the merger consideration. Also in addition, pursuant to the Theraplant Amendment No. 1, the “drop dead” date for closing was amended to be November 30, 2021. The Theraplant Amendment No.1 also provides that the Company shall bear (i) 50% of all documented accounting transaction expenses incurred by Theraplant in connection with the auditor review of the Theraplant’s 2021 first quarter financial statements and (ii) all documented legal, accounting and other transaction expenses of Theraplant incurred in connection with the Merger from and after the date of the Theraplant Amendment No. 1. Extension of Business Combination On August 8, 2021, the Sponsor provided notification to Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available in order to consummate a Business Combination with the target businesses to September 13, 2021 and by depositing $569,250 into the Trust Account. The Sponsor has the right to exercise its right to extend the time available to consummate a Business Combination for up to two additional months. Senior Secured Loan On July 30, 2021, the Company entered into a commitment letter (the “Commitment Letter”) with SunStream Bancorp Inc. (“Sunstream”), pursuant to which Sunstream committed to provide, subject to the satisfaction of customary closing conditions stipulated in the Commitment Letter, a multi-tranche senior secured loan (the “Loan”) to the Company. The proceeds of the Loan are expected to be used (i) to consummate one or more of the Company’s previously announced Business Combinations and (ii) for general working capital purposes. The Loan consists of $78.1 million of loan principal including an initial tranche of $52.1 million (“Tranche I”) on the closing date of the Loan and second tranche of $26.0 million (“Tranche II”) available prior to the 12-month anniversary of the closing date of the Loan, in each case. The Loan will be collateralized by a senior secured first-priority lien over all of the assets of the Company and its subsidiaries, subject to to-be-agreed upon carve-outs and exceptions. The Loan matures 48 months following the closing date of the Loan and has an interest rate, payable monthly, of 11.9% per annum on the outstanding principal. The Loan amortizes at a rate of 15.0% of outstanding principal per annum, beginning on the 24-month anniversary of the closing date of the Loan. Tranche I of the Loan is prepayable, at Greenrose’s option, prior to the 36-month anniversary of the closing of the loan, subject to certain fees. In addition, Tranche II of the Loan is prepayable, at the Company’s option, prior to the 36-month anniversary of the Tranche II drawdown date, subject to certain fees. The Company has also agreed to pay to Sunstream certain additional fees customary to transactions of this type. In connection with the Loan commitments, Sunstream will be issued warrants with a five-year term to acquire additional shares of common stock of Greenrose with terms substantially similar to the warrants issued to the Company’s sponsors in connection with the initial public offering of the Company. In addition, the Loan will be subject to the Company’s compliance with certain on-going financial covenants customary to other senior secured loans of this type, as will be negotiated by Sunstream and the Company in the course of ongoing due diligence by Sunstream prior to funding of the Loan. In connection with the Commitment Letter, the Company and Sunstream have agreed to deal exclusively with one another until the earlier of September 30, 2021 or the closing of one or more of the Company’s previously announced Business Combinations with respect to any financing proposals similar to the financings contemplated by the Loan commitments. Tranche I of the Loan is anticipated to close substantially simultaneously with the consummation of one or more of the Company’s previously announced Business Combinations.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. We consolidate the financial statements of our wholly-owned subsidiaries and all intercompany transactions and account balances have been eliminated in consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 27, 2021, which contains the audited financial statements and notes thereto. The Company restated the condensed consolidated financial statements for the period ended March 31, 2020 and for the year ended December 31, 2020 in its previously filed Form 10-K. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. Treasury securities.
Derivative Liabilities	Derivative Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. The fair value of the instruments was estimated using a Black-Scholes model.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months and six months ended June 30, 2021, the Company recorded no income tax expense.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 19,230,000 shares of common stock in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. There were no dilutive securities for the period ended June 30, 2021 or December 31, 2020. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive.
Reconciliation of Net Income (Loss) per Common Share	Reconciliation of Net Income (Loss) per Common Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended Six Months Ended June 30 2021 2020 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 4,325 43,276 8,606 1,147,848 Less: interest available to be withdrawn for payment of taxes (4,325 ) — (8,606 ) (237,639 ) Net income $ — $ 43,276 $ — $ 910,209 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,337,862 10,328,183 16,375,933 10,332,300 Basic and diluted net income per share, Common stock subject to possible redemption $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.09 Non-Redeemable Common Stock Numerator: Net (loss) income minus Net (loss) Earnings Net (loss) income $ (1,348,378 ) $ 561,389 $ (2,133,329 ) $ 1,691,643 Less: Income attributable to common stock subject to possible redemption — (43,276 ) — (910,209 ) Non-redeemable net income (loss) $ (1,348,378 ) $ 518,113 $ (2,133,329 ) $ 781,434 Basic and diluted weighted average shares outstanding, Common Stock 5,554,638 5,197,872 5,516,567 4,991,550 Basic and diluted net (loss) income per common share $ (0.24 ) $ 0.10 $ (0.39 ) $ 0.16
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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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 consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common share	Three Months Ended Six Months Ended June 30 2021 2020 2021 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 4,325 43,276 8,606 1,147,848 Less: interest available to be withdrawn for payment of taxes (4,325 ) — (8,606 ) (237,639 ) Net income $ — $ 43,276 $ — $ 910,209 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,337,862 10,328,183 16,375,933 10,332,300 Basic and diluted net income per share, Common stock subject to possible redemption $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.09 Non-Redeemable Common Stock Numerator: Net (loss) income minus Net (loss) Earnings Net (loss) income $ (1,348,378 ) $ 561,389 $ (2,133,329 ) $ 1,691,643 Less: Income attributable to common stock subject to possible redemption — (43,276 ) — (910,209 ) Non-redeemable net income (loss) $ (1,348,378 ) $ 518,113 $ (2,133,329 ) $ 781,434 Basic and diluted weighted average shares outstanding, Common Stock 5,554,638 5,197,872 5,516,567 4,991,550 Basic and diluted net (loss) income per common share $ (0.24 ) $ 0.10 $ (0.39 ) $ 0.16

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Schedule of black-scholes valuation for private warrants	January 29, June 30, (2) Expected volatility (%) 17.5 % 12.2 % Risk-free interest rate (%) 0.54 % 0.90 % Expected dividend yield (%) 0.0 % 0.0 % Contractual term (years) 0.5 0.17 Conversion price (1) ( (1) ) ( (1) ) Underlying share price 10.28 9.99 Convertible notes amount $ 1,000,000 $ 2,000,000 Fair value of the conversion feature (3) $ 1,087,401 $ 1,163,000 (1) The conversion price is $10.00 per unit and/or $1.00 per warrant (2) June 30, 2021 reflects the inputs for the fair value assumptions for the 2020 Note, 2021 Note, and private warrants (3) The fair value adjustments for both the 2020 Note and 2021 Note are included in the June 30, 2021 column
Shedule of change in the fair value of conversion option	2020 Note 2021 Note Fair value as of January 1, 2020 $ - $ - Initial measurement on March 26, 2020 492,165 - Change in valuation inputs and other assumptions 320,721 - Fair value as of December 31, 2020 $ 812,886 $ - Initial measurement on January 29, 2021 1,087,401 Change in valuation inputs and other assumptions (231,385 ) (505,901 ) Fair value as of June 30, 2021 $ 581,500 $ 581,500

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of private warrants and the convertible component of Convertible promissory note	Description Level June 30, Assets: Marketable securities held in Trust Account 1 $ 173,402,529 Liabilities Private warrants liability 2 $ 1,445,400 Convertible component of convertible promissory note 3 $ 1,163,000
Schedule of changes in the fair value of private warrant	Private Fair value as of December 31, 2020 $ 1,980,000 Change in fair value (534,600 ) Fair value as of June 30, 2021 $ 1,445,400
Schedule of changes in the fair value of convertible components	Convertible Fair value as of December 31, 2020 $ 812,886 Convertible Components issued in 2021 1,087,401 Change in fair value (737,287 ) Fair value as of June 30, 2021 $ 1,163,000

Subsequent Events (Tables)

Subsequent Events (Tables)	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Schedule of asset purchase agreement	36 Month Price Point Percentage of Earnout Flower Production - average price 0% <$2,199 20% $2,200-$2,199 50% $2,200-$2,499 80% $2,500-$2,799 100% $2,800+

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 14, 2020	Feb. 13, 2020	Jun. 30, 2021	Aug. 13, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Business operations, description	the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on February 14, 2020, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 30,000 Private Units, at $10.00 per Private Unit, and 150,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $22,950,000. A total of $22,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000.
Underwriting fees			$ 3,450,000
Other offering costs			$ 969,274
Aggregate fair market value, percentage			80.00%
Public per share (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Public shares redeem percentage			100.00%
Public per share (in Dollars per share)			$ 10
Operating bank accounts			$ 253,115		$ 309,849
Total current liabilities			1,481,989
Franchise taxes payable			50,000
Net loss			2,133,329
Cash from operating activities			1,569,414
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 4,419,274
Percentage of ownership interest			50.00%
Private Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)		300,000
Sale value per unit (in Dollars per share)	$ 10	$ 10	$ 10
Public warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)		1,500,000
Sale value per unit (in Dollars per share)		$ 1
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)		15,000,000
Generating gross proceeds		$ 150,000,000
Sale of stock, shares (in Shares)			17,250,000
Net proceeds		$ 150,000,000
Issued price per share (in Dollars per share)		$ 10
Initial Public Offering [Member] | Imperial Capital, LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 4,500,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)			2,250,000
Sale value per unit (in Dollars per share)			$ 10
Issued price per share (in Dollars per share)	$ 10
Sale of additional units (in Shares)	2,250,000
Forecast [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash held in trust account				$ 569,250

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2021USD ($)shares
Accounting Policies [Abstract]
Diluted loss per share | shares	19,230,000
Federal depository insurance coverage limit | $	$ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$ 4,325	$ 43,276	$ 8,606	$ 1,147,848
Less: interest available to be withdrawn for payment of taxes	$ (4,325)		$ (8,606)	(237,639)
Net income		$ 43,276		$ 910,209
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares)	16,337,862	10,328,183	16,375,933	10,332,300
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share)	$ 0	$ 0	$ 0	$ 0.09
Numerator: Net (loss) income minus Net (loss) Earnings
Net (loss) income	$ (1,348,378)	$ 561,389	$ (2,133,329)	$ 1,691,643
Less: Income attributable to common stock subject to possible redemption		(43,276)		(910,209)
Non-redeemable net income (loss)	$ (1,348,378)	$ 518,113	$ (2,133,329)	$ 781,434
Basic and diluted weighted average shares outstanding, Common Stock (in Shares)	5,554,638	5,197,872	5,516,567	4,991,550
Basic and diluted net (loss) income per common share (in Dollars per share)	$ (0.24)	$ 0.10	$ (0.39)	$ 0.16

Public Offering (Details)

Public Offering (Details)	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Public warrant [Member]
Public Offering (Details) [Line Items]
Stock price per share | $ / shares	$ 11.50
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of stock, shares | shares	17,250,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of stock, shares | shares	2,250,000
Stock price per share | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Feb. 14, 2020	Jun. 30, 2021	Feb. 13, 2020
Private Placement (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 1
Aggregate purchase price (in Dollars)	$ 450,000	$ 4,500,000
Imperial purchase of additional units	30,000
Private placement, description		Each Private Unit consists of one share of common stock (“Private Share”) and one warrant. Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
Private Units [Member]
Private Placement (Details) [Line Items]
Price per share (in Dollars per share)	$ 10	$ 10	$ 10
Private Warrants [Member]
Private Placement (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.50
Purchase of warrant	150,000	1,500,000
Price per warrant (in Dollars per share)		$ 1
Sponsor [Member] | Private Units [Member]
Private Placement (Details) [Line Items]
Sale of stock		200,000
Imperial purchased		100,000
Sponsor [Member] | Private Warrants [Member]
Private Placement (Details) [Line Items]
Purchase of warrant		500,000
Sale of stock		1,000,000
Initial Public Offering [Member] | Private Units [Member]
Private Placement (Details) [Line Items]
Aggregate purchase		300,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 29, 2021	Mar. 26, 2020	Feb. 14, 2020	Aug. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Feb. 10, 2020
Related Party Transactions (Details) [Line Items]
Shares purchased (in Shares)				4,312,500
Sponsor founder's share, price				$ 25,000
Forfeiture shares (in Shares)				562,500
Sponsor collectively own				20.00%
Sponsor founder's share, description			The Sponsor has agreed that, subject to certain limited exceptions, it will not transfer, assign or sell any of the Founder’s Shares until (i) with respect to 50% of the Founder’s Shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (ii) with respect to the remaining 50% of the Founder’s Shares, for a period ending on the one-year anniversary of the date of the consummation of the Business Combination, or earlier if, subsequent to the Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) to the Company’s or Sponsor’s officers, directors, consultants or their affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, or (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with the Company’s prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.
Conversion price (in Dollars per share)		$ 10
Warrant per price (in Dollars per share)		$ 1
Principal amount		$ 1,000,000
Interest Expense, Related Party					$ 552,973		$ 1,039,311
Service fee					30,000	$ 30,000	60,000	$ 60,000
Related party advances, description									the Sponsor had advanced an aggregate of $631,366 on the Company’s behalf to cover certain expenses (the “Advances”). An additional $164,753 was advanced as of February 2020. The Advances were non-interest bearing and due on demand. Total advances of $796,119 were repaid on March 9, 2020.
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans	$ 1,000,000
Conversion price (in Dollars per share)	$ 10
Warrant per price (in Dollars per share)	$ 1
Trust Account [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans					$ 2,000,000		$ 2,000,000
Conversion price (in Dollars per share)							$ 10
Warrant per price (in Dollars per share)							$ 1
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Principal amount	$ 1,000,000	$ 1,000,000
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Office space rent										$ 10,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares purchased (in Shares)			562,500

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of black-scholes valuation for private warrants - USD ($)		1 Months Ended	6 Months Ended
		Jan. 29, 2021	Jun. 30, 2021
Schedule of black-scholes valuation for private warrants [Abstract]
Expected volatility (%)		17.50%	12.20%
Risk-free interest rate (%)		0.54%	0.90%
Expected dividend yield (%)		0.00%	0.00%
Contractual term (years)		6 months	2 months 1 day
Conversion price (in Dollars per share)	[1]
Underlying share price (in Dollars per share)		$ 10.28	$ 9.99
Convertible notes amount (in Dollars)		$ 1,000,000	$ 2,000,000
Fair value of the conversion feature (in Dollars)	[2]	$ 1,087,401	$ 1,163,000
[1]	The conversion price is $10.00 per unit and/or $1.00 per warrant
[2]	The fair value adjustments for both the 2020 Note and 2021 Note are included in the June 30, 2021 column

Related Party Transactions (D_3

Related Party Transactions (Details) - Shedule of change in the fair value of conversion option - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
2020 Note [Member]
Related Party Transactions (Details) - Shedule of change in the fair value of conversion option [Line Items]
Fair value as of beginning balance	$ 812,886
Initial measurement		492,165
Change in valuation inputs and other assumptions	(231,385)	320,721
Fair value as of ending balance	581,500	812,886
2021 Note [Member]
Related Party Transactions (Details) - Shedule of change in the fair value of conversion option [Line Items]
Fair value as of beginning balance
Initial measurement	1,087,401
Change in valuation inputs and other assumptions	(505,901)
Fair value as of ending balance	$ 581,500

Commitments (Details)

Commitments (Details)	6 Months Ended
	Jun. 30, 2021
Commitments (Details) [Line Items]
Underwriting agreement, description	The Initial Public Offering underwriting agreement provides that in the event the Company completes a financing transaction similar to the Initial Public Offering or Business Combination, or enters into a statement or letter of intent that results in such a transaction, within 18 months following its termination, Imperial shall be entitled to receive any expense reimbursement due to it along with payment in full of its applicable fee of either (i) 2% of the gross proceeds of the offering, of which 1% will be in cash and 1% will be in equity of the Company for a financing transaction, or (ii) an amount equal to 5% of the face amount of any equity securities and 3% of the face amount of any debt sold or arranged as part of the Business Combination (exclusive of any applicable finders’ fees which might become payable).
Gross proceeds of business combination, description	The Company will pay Imperial a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of Initial Public Offering, or $7,762,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 20% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination.
Equity securities, percentage	3.00%
Business Combination [Member]
Commitments (Details) [Line Items]
Business combination, percentage	5.00%

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Feb. 10, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	70,000,000	70,000,000	70,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	5,682,154	5,478,072
Common stock shares outstanding	5,682,154	5,478,072
Public warrants, description	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;  ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and
Business combination, description	In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of 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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares issued	5,670,615	5,478,072
Common stock shares outstanding	5,670,615	5,478,072
Excluding common stock subject to possible redemption	16,221,885	16,414,428

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Jun. 30, 2021USD ($)
Fair Value Measurements (Details) [Line Items]
Convertible promissory note promissory note	$ 1,163,000
Private Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Convertible promissory note promissory note	$ 1,445,400

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value of private warrants and the convertible component of Convertible promissory note	Jun. 30, 2021USD ($)
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 173,402,529
Level 2 [Member]
Liabilities
Private warrants liability	1,445,400
Level 3 [Member]
Liabilities
Convertible component of convertible promissory note	$ 1,163,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of private warrant	6 Months Ended
	Jun. 30, 2021USD ($)
Schedule of changes in the fair value of private warrant [Abstract]
Fair value as of December 31, 2020	$ 1,980,000
Change in fair value	(534,600)
Fair value as of June 30, 2021	$ 1,445,400

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of convertible components	6 Months Ended
	Jun. 30, 2021USD ($)
Schedule of changes in the fair value of convertible components [Abstract]
Fair value as of December 31, 2020	$ 812,886
Convertible Components issued in 2021	1,087,401
Change in fair value	(737,287)
Fair value as of June 30, 2021	$ 1,163,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Aug. 08, 2021
Subsequent Events (Details) [Line Items]
Purchase aggrement description	In addition, pursuant to the True Harvest Amendment No. 1, a new Section 1.05.1 Hurdle Amount is added to the Purchase Agreement, whereby the purchase price of True Harvest would be adjusted by the addition of (i) up to a maximum of four million seven hundred thousand dollars ($4,700,000) added to the principal amount of the secured note to be issued at closing and (ii) up to a maximum of one million four hundred thousand dollars ($1,400,000) of additional debt to be assumed by the Buyer at closing, in each case, subject to True Harvest achieving certain revenue targets, as well as True Harvest having constructed eight grow rooms in a condition ready to accept plants for grow prior to closing, in each case as set forth in the True Harvest Amendment No. 1. Also in addition, pursuant to the True Harvest Amendment No. 1, the “drop dead” date for closing was amended to be November 30, 2021.
Bear interest rate	50.00%
Loan consists amount	$ 78,100,000
Loan interest rate outstanding percentage	11.90%
Loan amortizes outstanding principal percentage	15.00%
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Deposits		$ 569,250
Theraplant [Member]
Subsequent Events (Details) [Line Items]
Purchase aggrement description	Pursuant to the Theraplant Amendment No. 1, the purchase price of Theraplant would be adjusted by the addition of the issuance registered shares of the Company’s common stock, par value $10.00 per share, in the aggregate amount of Fifty Million Dollars ($50,000,000). Theraplant’s selling shareholders will receive customary registration rights in connection with the issuance of shares of the Company’s common stock as part of the merger consideration. Also in addition, pursuant to the Theraplant Amendment No. 1, the “drop dead” date for closing was amended to be November 30, 2021.
Trance One [Member]
Subsequent Events (Details) [Line Items]
Loan principal amount	$ 52,100,000
Trance Two [Member]
Subsequent Events (Details) [Line Items]
Loan principal amount	$ 26,000,000

Subsequent Events (Details) - S

Subsequent Events (Details) - Schedule of asset purchase agreement - Subsequent Event [Member]	Jul. 02, 2021USD ($)
Average Price One [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Percentage of Earnout	0.00%
Flower Production - average price	$ 2,199
Average Price Two [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Percentage of Earnout	20.00%
Average Price Two [Member] | Minimum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,200
Average Price Two [Member] | Maximum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,199
Average Price Three [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Percentage of Earnout	50.00%
Average Price Three [Member] | Minimum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,200
Average Price Three [Member] | Maximum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,499
Average Price Four [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Percentage of Earnout	80.00%
Average Price Four [Member] | Minimum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,500
Average Price Four [Member] | Maximum [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Flower Production - average price	$ 2,799
Average Price Five [Member]
Subsequent Events (Details) - Schedule of asset purchase agreement [Line Items]
Percentage of Earnout	100.00%
Flower Production - average price	$ 2,800