Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Nov. 30, 2021 | Nov. 22, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Greenrose Holding Co Inc. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 11,630,812 | ||
Entity Public Float | $ 169,395,000 | ||
Amendment Flag | true | ||
Amendment Description | Greenrose Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 2), or this Annual Report, to amend our Annual Report on Form 10-K, or this Amendment, for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 11, 2021, as amended on May 27, 2021, or the “Original Filing”, to restate our consolidated financial statements for the period ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021, as amended on May 27, 2021, (the “Original Financial Statements”). We are also restating the financial statements as of February 13, 2020; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the “Original Financial Statements”) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its common stock subject to possible redemption. The Company previously determined the value of such common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the Public Shares underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. As a result, management noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. As a result, on November 19, 2021, the Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”), after consultation with management and a discussion with Marcum LLP, the Company’s independent registered public accounting firm (the “Independent Accounting Firm”), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The Company’s accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The Company has not amended its Current Report on Form 8-K filed on February 20, 2020 or its quarterly reports on Forms 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, filed on May 8, 2020, August 11, 2020, and November 13, 2020, respectively, for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. Internal Control and Disclosure Controls Consideration In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective due to a material weakness in internal controls over financial reporting related to the Company’s accounting for complex financial instruments. For more information, see Item 9A included in this Annual Report on Form 10-K/A. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. Items Amended in This Amendment For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement and updated for the entering into of material definitive agreements with four companies as of March 12, 2021. The following items have been amended as a result of the restatement: ● Part I – Item 1A. Risk Factors. ● Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ● Part II – Item 8. Financial Statements and Supplementary Data. ● Part II – Item 9A. Controls and Procedures. ● Part IV – Item 15. Exhibits, Financial Statement Schedules. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. This Amendment does not reflect adjustments for events occurring after November 21, 2021, the date of the filing of the Original Filing, except for items discussed in Note 11 – Subsequent Events of the financial statements included herein and except to the extent they are otherwise required to be included and discussed herein and did not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. This Amendment should be read in conjunction with the Company’s Current Reports on Form 8-K filed with the SEC since the date of filing of the Original Filing, including Current Reports on Form 8-K filed on March 18, 2021 and May 18, 2021, respectively, by the Company with the SEC and all of the Company’s filings after the date hereof. | ||
Entity Central Index Key | 0001790665 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39217 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash | $ 309,849 | $ 24,970 | |
Prepaid expenses | 45,096 | 28,872 | |
Total Current Assets | 354,945 | 53,842 | |
Deferred offering costs | 603,833 | ||
Marketable securities held in Trust Account | 173,656,603 | ||
TOTAL ASSETS | 174,011,548 | 657,675 | |
Current liabilities | |||
Accrued expenses | 399,999 | ||
Accrued offering costs | 3,508 | ||
Advances from related party | 631,366 | ||
Total Current Liabilities | 399,999 | 634,874 | |
Private warrants liability | 1,980,000 | ||
Convertible promissory note, net – related party | 1,593,605 | ||
TOTAL LIABILITIES | 3,973,604 | 634,874 | |
Commitments | |||
Common stock subject to possible redemption; 17,250,000 and no shares at redemption value at December 31, 2020 and 2019, respectively | 173,439,148 | ||
Permanent (Deficit) 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; 4,642,500 and 4,312,500 shares issued and outstanding (excluding 17,250,000 and no shares subject to possible redemption) at December 31, 2020 and 2019 (1), respectively | [1] | 464 | 431 |
Additional paid-in capital | 24,569 | ||
Accumulated deficit | (3,401,668) | (2,199) | |
Total Permanent (Deficit) Equity | (3,401,204) | 22,801 | |
TOTAL LIABILITIES, TEMPORARY AND PERMANENT (DEFICIT) EQUITY | $ 174,011,548 | $ 657,675 | |
[1] | Share count at December 31, 2019 included up to 562,500 shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (see Note 5). |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 17,250,000 | 17,250,000 |
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 | 4,642,500 | 4,312,500 |
Common stock, shares outstanding | 4,642,500 | 4,312,500 |
Statements of Operations (As Re
Statements of Operations (As Restated) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
Statement of Financial Position [Abstract] | |||
Operating and formation costs | $ 2,199 | $ 1,598,581 | |
Loss from operations | (2,199) | (1,598,581) | |
Other income: | |||
Interest earned on marketable securities held in Trust Account | 1,156,603 | ||
Interest Expense | (272,884) | ||
Change in fair value of private warrants liability | (574,200) | ||
Change in fair value of Convertible promissory note, net – related party | (320,721) | ||
Net loss | $ (2,199) | $ (1,609,783) | |
Basic and diluted weighted average shares outstanding, Common stock (in Shares) | [1] | 3,750,000 | 19,779,057 |
Basic and diluted net loss per share, Common stock (in Dollars per share) | $ 0 | $ (0.08) | |
[1] | Excludes an aggregate of 562,500 shares that were subject to forfeiture at December 31, 2019. |
Statements of Changes in Perman
Statements of Changes in Permanent deficit equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Aug. 25, 2019 | |||||
Balance (in Shares) at Aug. 25, 2019 | |||||
Issuance of common stock to Sponsor | [1] | $ 431 | 24,569 | 25,000 | |
Issuance of common stock to Sponsor (in Shares) | [1] | 4,312,500 | |||
Net loss | (2,199) | (2,199) | |||
Balance at Dec. 31, 2019 | $ 431 | 24,569 | (2,199) | 22,801 | |
Balance (in Shares) at Dec. 31, 2019 | 4,312,500 | ||||
Balance at Dec. 31, 2019 | $ 431 | 24,569 | (2,199) | 22,801 | |
Balance (in Shares) at Dec. 31, 2019 | 4,312,500 | ||||
Balance at Dec. 31, 2019 | $ 431 | 24,569 | (2,199) | 22,801 | |
Balance (in Shares) at Dec. 31, 2019 | 4,312,500 | ||||
Balance at Dec. 31, 2019 | $ 431 | 24,569 | (2,199) | 22,801 | |
Balance (in Shares) at Dec. 31, 2019 | 4,312,500 | ||||
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 | |||
Interest income, net of withdrawals for Delaware franchise taxes paid | (1,031,906) | (1,031,906) | |||
Accretion of carrying value to redemption value | (3,568,736) | (757,780) | (4,326,516) | ||
Net loss | (1,609,783) | (1,609,783) | |||
Balance at Dec. 31, 2020 | $ 464 | $ (3,401,668) | $ (3,401,204) | ||
Balance (in Shares) at Dec. 31, 2020 | 4,642,500 | ||||
[1] | Included 562,500 shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (see Note 5). |
Statements of Changes in Perm_2
Statements of Changes in Permanent deficit equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private units | 330,000 |
Sale of Private Warrants | 1,650,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,199) | $ (1,609,783) |
Interest earned on marketable securities held in Trust Account | (1,156,603) | |
Interest expense | 272,884 | |
Change in fair value of private warrants liability | 574,200 | |
Change in fair value of Convertible promissory note, net – related party | 320,721 | |
Prepaid expenses | (28,872) | (16,224) |
Accrued expenses | 399,999 | |
Net cash used in operating activities | (31,071) | (1,214,806) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (172,500,000) | |
Net cash used in investing activities | (172,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to Sponsor | 25,000 | |
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 | 631,366 | 164,753 |
Repayment of advances from related party | (796,119) | |
Proceeds from Convertible promissory note – related party | 1,000,000 | |
Payment of offering costs | (600,325) | (368,949) |
Net cash provided by financing activities | 56,041 | 173,999,685 |
Net Change in Cash | 24,970 | 284,879 |
Cash – Beginning of period | 24,970 | |
Cash – End of period | 24,970 | 309,849 |
Non-Cash investing and financing activities: | ||
Initial classification of private warrants liability | 1,405,800 | |
Initial classification of Convertible promissory note, net – related party | 492,165 | |
Offering costs included in accrued offering costs | $ 3,508 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
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”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the cannabis industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and 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 (loss) 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 4. 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 5. 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 6), Private Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination 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. 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 December 31, 2020, the Company had cash of $309,849 held outside of the Trust Account, total current liabilities of $182,544 which excludes franchise taxes payable of $187,500, of which such amount will be paid from interest earned on the Trust Account and $29,955 of franchise taxes paid and not yet reimbursed from the trust and working capital of $172,401. For the year ended December 31, 2020, we incurred a net loss of $1,609,783 and used $1,214,806 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 November 30, 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. The accompanying 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 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding private warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. In addition, the Company did not account for its convertible promissory note as a derivative liability (the convertible component of the convertible promissory note, together with the private warrants, the “Derivative Instruments”). The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the private warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s private warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As a result of the above, the Company should have classified the Derivative Instruments as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Derivative Instruments at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. The table below summarizes the effects of the restatement on the financial statements for all periods being restated: BALANCE SHEETS February 13, March 31, June 30, September 30, December 31, Private warrants liability As Previously Reported - - - - - Adjustments 1,405,800 1,009,800 415,800 475,200 1,980,000 As Restated 1,405,800 1,009,800 415,800 475,200 1,980,000 Convertible promissory note, net – related party As Previously Reported - 1,000,000 1,000,000 1,000,000 1,000,000 Adjustments - (79,518 ) (228,910 ) (116,572 ) 593,605 As Restated - 920,482 771,090 883,428 1,593,605 Total Liabilities As Previously Reported 865,008 1,283,698 1,237,423 1,271,744 1,399,999 Adjustments 1,405,800 930,282 186,890 358,618 2,573,605 As Restated 2,270,808 2,213,980 1,424,313 1,630,362 3,973,604 Common stock subject to possible redemption As Previously Reported 145,552,990 168,708,256 168,526,257 168,184,912 167,611,542 Adjustments (1,405,796 ) (930,282 ) (186,894 ) (358,634 ) (2,573,605 ) As Restated 144,147,194 167,777,974 168,339,363 167,826,278 165,037,937 Common stock As Previously Reported 506 511 513 517 522 Adjustments 15 9 1 3 26 As Restated 521 520 514 520 548 Additional Paid-in Capital As Previously Reported 5,002,230 4,346,959 4,528,956 4,870,297 5,443,662 Adjustments (19 ) (475,527 ) (1,218,907 ) (1,047,169 ) 1,167,779 As Restated 5,002,211 3,871,432 3,310,049 3,823,128 6,611,441 Accumulated Deficit As Previously Reported (2,731 ) 652,537 470,534 129,187 (444,177 ) Adjustments - 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated (2,731 ) 1,128,055 1,689,444 1,176,359 (1,611,982 ) Total Permanent Equity As Previously Reported 5,000,005 5,000,007 5,000,003 5,000,001 5,000,007 Adjustments (4 ) - 4 6 - As Restated 5,000,001 5,000,007 5,000,007 5,000,007 5,000,007 STATEMENTS OF OPERATIONS - YTD Three Months Ended Six Months Ended Nine Months Ended Year Ended Change in fair value of private warrants liability As Previously Reported - - - - Adjustments 396,000 990,000 930,600 (574,200 ) As Restated 396,000 990,000 930,600 (574,200 ) Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments 84,391 322,470 299,794 (320,721 ) As Restated 84,391 322,470 299,794 (320,721 ) Interest Expense As Previously Reported - - - - Adjustments (4,873 ) (93,560 ) (183,222 ) (272,884 ) As Restated (4,873 ) (93,560 ) (183,222 ) (272,884 ) Total Other Income (Expense), net As Previously Reported 1,104,572 1,147,848 1,152,225 1,156,603 Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,580,090 2,366,758 2,199,397 (11,202 ) Net income (loss) As Previously Reported 654,736 472,733 131,386 (441,978 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,130,254 1,691,643 1,178,558 (1,609,783 ) Basic and diluted net income (loss) per share, Common Stock As Previously Reported (0.04 ) (0.08 ) (0.16 ) (0.27 ) Adjustments 0.10 0.24 0.21 (0.22 ) As Restated 0.06 0.16 0.05 (0.49 ) STATEMENTS OF OPERATIONS - THREE MONTHS ENDED Three Months Ended Three Months Ended Three Months Ended Three Months Ended Change in fair value of private warrants liability As Previously Reported - - - - Adjustments 396,000 594,000 (59,400 ) (1,504,800 ) As Restated 396,000 594,000 (59,400 ) (1,504,800 ) Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments 84,391 238,079 (22,676 ) (620,515 ) As Restated 84,391 238,079 (22,676 ) (620,515 ) Interest Expense As Previously Reported - - - - Adjustments (4,873 ) (88,687 ) (89,662 ) (89,662 ) As Restated (4,873 ) (88,687 ) (89,662 ) (89,662 ) Total Other Income (Expense), net As Previously Reported 1,104,572 43,276 4,377 4,378 Adjustments 475,518 743,392 (171,738 ) (2,214,977 ) As Restated 1,580,090 786,668 (167,361 ) (2,210,599 ) Net income (loss) As Previously Reported 654,736 (182,003 ) (341,347 ) (573,364 ) Adjustments 475,518 743,392 (171,738 ) (2,214,977 ) As Restated 1,130,254 561,389 (513,085 ) (2,788,341 ) Basic and diluted net income (loss) per share, Common Stock As Previously Reported (0.04 ) (0.04 ) (0.07 ) (0.11 ) Adjustments 0.10 0.14 (0.03 ) (0.43 ) As Restated 0.06 0.10 (0.10 ) (0.54 ) STATEMENTS OF CHANGES IN PERMANENT (DEFICIT) EQUITY March 31, June 30, September 30, December 31, Common stock As Previously Reported 511 513 517 522 Adjustments 9 1 3 26 As Restated 520 514 520 548 Additional Paid-in Capital As Previously Reported 4,346,959 4,528,956 4,870,297 5,443,662 Adjustments (475,527 ) (1,218,907 ) (1,047,169 ) 1,167,779 As Restated 3,871,432 3,310,049 3,823,128 6,611,441 Accumulated Deficit As Previously Reported 652,537 470,534 129,187 (444,177 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,128,055 1,689,444 1,176,359 (1,611,982 ) Total Permanent Equity As Previously Reported 5,000,007 5,000,003 5,000,001 5,000,007 Adjustments - 4 6 - As Restated 5,000,007 5,000,007 5,000,007 5,000,007 STATEMENTS OF CASH FLOWS Three Months Ended Six Months Ended Nine Months Ended Year Ended Net income (loss) As Previously Reported 654,736 472,733 131,386 (441,978 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,130,254 1,691,643 1,178,558 (1,609,783 ) Change in fair value of private warrants liability As Previously Reported - - - - Adjustments (396,000 ) (990,000 ) (930,600 ) 574,200 As Restated (396,000 ) (990,000 ) (930,600 ) 574,200 Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments (84,391 ) (322,470 ) (299,794 ) 320,721 As Restated (84,391 ) (322,470 ) (299,794 ) 320,721 Interest Expense As Previously Reported - - - - Adjustments 4,873 93,560 183,222 272,884 As Restated 4,873 93,560 183,222 272,884 Amendment 2 In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to all common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all common stock share pro rata in the income (loss) of the Company. The impact of the revision on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 13, 2020 (restated) As Previously Restatement Adjustment As Restated Common stock subject to possible redemption $ 144,147,194 $ 5,852,806 $ 150,000,000 Common stock $ 521 $ (59 ) $ 462 Additional paid-in capital $ 5,002,212 $ (5,002,212 ) $ — Accumulated deficit $ (2,731 ) $ (850,535 ) $ (853,266 ) Total Permanent (Deficit) Equity $ 5,000,001 $ (5,852,806 ) $ (852,805 ) Number of shares subject to possible redemption 14,414,719 581,281 15,000,000 Balance Sheet as of March 31, 2020 (restated) Common stock subject to possible redemption $ 167,777,974 $ 5,611,341 $ 173,389,315 Common stock $ 520 $ (56 ) $ 464 Additional paid-in capital $ 3,871,432 $ (3,871,432 ) $ — Accumulated deficit $ 1,128,055 $ (1,739,853 ) $ (611,798 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,611,341 ) $ (611,334 ) Number of shares subject to possible redemption 16,691,744 558,256 17,250,000 Balance Sheet as of June 30, 2020 (restated) Common stock subject to possible redemption $ 168,339,363 $ 5,100,801 $ 173,440,164 Common stock $ 514 $ (50 ) $ 464 Additional paid-in capital $ 3,310,049 $ (3,310,049 ) $ — Accumulated deficit $ 1,689,444 $ (1,790,702 ) $ (101,258 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,100,801 ) $ (100,794 ) Number of shares subject to possible redemption 16,745,577 504,423 17,250,000 Balance Sheet as of September 31, 2020 (restated) Common stock subject to possible redemption $ 167,826,278 $ 5,640,201 $ 173,466,479 Common stock $ 520 $ (56 ) $ 464 Additional paid-in capital $ 3,823,128 $ (3,823,128 ) $ — Accumulated deficit $ 1,176,359 $ (1,817,017 ) $ (640,658 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,640,201 ) $ (640,194 ) Number of shares subject to possible redemption 16,692,005 557,995 17,250,000 Balance Sheet as of December 31, 2020 (restated) Common stock subject to possible redemption $ 165,037,937 $ 8,401,211 $ 173,439,148 Common stock $ 548 $ (84 ) $ 464 Additional paid-in capital $ 6,611,441 $ (6,611,441 ) $ — Accumulated deficit $ (1,611,982 ) $ (1,789,686 ) $ (3,401,668 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (8,401,211 ) $ (3,401,204 ) Number of shares subject to possible redemption 16,414,428 835,572 17,250,000 As Previously Reported: Redeemable and Non-Redeemable Restatement Adjustment As Restated: Common Stock Statement of Operations for the Three Month Period Ended March 31, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,664,719 (16,664,719 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 4,785,228 8,607,052 13,392,280 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.06 $ 0.02 $ 0.08 Statement of Operations for the Three Month Period Ended June 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,694,628 (16,694,628 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,197,872 16,694,628 21,892,500 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.10 $ (0.07 ) $ 0.03 Statement of Operations for the Six Month Period Ended June 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,684,442 (16,684,442 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 4,991,550 12,650,840 17,642,390 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.16 $ (0.06 ) $ 0.10 Statement of Operations for the Three Month Period Ended September 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,745,577 (16,745,577 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,146,923 16,745,577 21,892,500 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ (0.10 ) $ 0.08 $ (0.02 ) Statement of Operations for the Nine Period Ended September 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,708,896 (16,708,896 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,043,719 14,025,715 19,069,434 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.05 $ 0.01 $ 0.06 Statement of Operations for the Year Ended December 31, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,704,070 (16,704,070 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,083,127 14,695,930 19,779,057 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ (0.49 ) $ 0.41 $ (0.08 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended March 31, 2020 (restated) Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability $ 168,080,726 $ (168,080,726 ) $ — Common stock subject to possible redemption $ (167,777,974 ) $ 167,777,974 $ — Change in value of common stock subject to redemption $ 302,752 $ (302,752 ) $ — Interest income, net of withdrawals for Delaware franchise taxes paid $ — $ (1,031,894 ) $ (1,031,894 ) Accretion for common stock subject to redemption amount $ — $ (4,276,695 ) $ (4,276,695 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended June 30, 2020 (restated) Change in value of common stock subject to redemption $ (561,389 ) $ 561,389 $ — Interest income, net of withdrawals for Delaware franchise taxes paid $ — $ (12 ) $ (12 ) Accretion for common stock subject to redemption amount $ — $ (50,837 ) $ (50,837 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended September 30, 2020 (restated) Change in value of common stock subject to redemption $ 513,085 $ (513,085 ) $ — Accretion for common stock subject to redemption amount $ — $ (26,315 ) $ (26,315 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended December 31, 2020 (restated) Change in value of common stock subject to redemption $ 2,788,341 $ (2,788,341 ) $ — Decretion for common stock subject to redemption amount $ — $ 27,331 $ 27,331 Non-Cash investing and financing activities: As Previously Restatement Adjustments As Restated Statement of Cash Flows for the Period Ended March 31, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ 1,130,784 $ (1,130,784 ) $ — Statement of Cash Flows for the Period Ended June 30, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ (1,609,253 ) $ 1,609,253 $ — Statement of Cash Flows for the Period Ended September 30, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ 1,179,088 $ (1,179,088 ) $ — Statement of Cash Flows for the Year Ended December 31, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ (1,609,253 ) $ 1,609,253 $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest 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 (see Note 10). Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 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. Common Stock Subject to Possible Redemption (Restated, see Note 2 – The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Common stock offering costs (4,419,274 ) Proceeds net of underwriting discounts, offering costs and warrant liability 168,080,726 Plus: Interest income, net of withdrawals for Delaware franchise taxes paid 1,031,906 Accretion of carrying value to redemption value 4,326,516 Common stock subject to possible redemption at December 31, 2020 $ 173,439,148 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and JOBS Act tax provisions. The enactment of the CARES Act did not have a material impact on the Company’s income tax accounts or profile. Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 562,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 19,230,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. There were no dilutive securities for the period ended December 31, 2020 or December 31, 2019. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, For the Period from 2020 2019 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 $ 1,100,578 $ — Less: interest available to be withdrawn for payment of taxes (206,921 ) — Net income $ 893,657 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,704,070 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,609,783 ) $ (2,199 ) Less: Income attributable to Common stock subject to possible redemption (893,657 ) — Non-redeemable net loss $ (2,503,440 ) $ (2,199 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 5,083,127 3,750,000 Basic and diluted net loss per share, Common Stock $ (0.49 ) $ (0.00 ) Net Income (Loss) Per Common Share (Restated, see Note 2 – Amendment 2) The Company applies the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common share outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,230,000 shares of common stock in the aggregate. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For The Common Stock Common Stock Basic and diluted net loss per common share Numerator: Allocation of net loss $ (1,609,783 ) $ (2,199 ) Denominator: Basic and diluted weighted average stock outstanding 19,779,057 3,750,000 Basic and diluted net loss per common share $ (0.08 ) $ — 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 limit 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. Fair Value of Financial Instruments 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. (see Note 10) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Public Offering Disclosure [Abstract] | |
PUBLIC OFFERING | NOTE 4 — 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 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — 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 8). 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 | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — 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 (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 During the year ended December 31, 2019, the Sponsor 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 “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 year ended December 31, 2020 $272,884 was 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 10). 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. As of December 31, 2020, the Company owed $1,593,605 in principal before a debt discount of $780,719 comprised of $272,884 in accrued interest (included in interest expense) and $691,057 of discount on its outstanding convertible promissory notes. The fair value of the conversion feature was $812,886. As of December 31, 2019, the Company did not have any outstanding convertible promissory notes. The assumptions used to value the conversion option were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: March 26, 2020 December 31, 2020 Expected volatility (%) 15.0 % 15.0 % Risk-free interest rate (%) 0.60 % 0.43 % Discount Rate (%) 25.0 % 25.0 % Expected dividend yield (%) 0.0 % 0.0 % Contractual term (years) 0.88 0.5 Conversion price (*) (*) Underlying share price 8.97 10.13 Convertible notes amount $ 1,000,000 $ 1,000,000 Fair value of the conversion feature $ 492,165 $ 812,886 (*) the conversion price is $10.00 per unit and/or $1.00 per warrant The following table presents the change in the fair value of conversion option: 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 Administrative Support Agreement The Company entered into an agreement whereby, commencing on the 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 year ended December 31, 2020, the Company incurred and paid $110,000 in fees for these services. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 7 — 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). |
Permanent (Deficit) Equity
Permanent (Deficit) Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
PERMANENT (DEFICIT) EQUITY | NOTE 8 — PERMANENT (DEFICIT) EQUITY (Restated, see Note 2 – Amendment 2) 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. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 31, 2020 and 2019 as follows: December 31, December 31, 2020 2019 Deferred tax assets Net operating loss carryforward $ 92,417 $ 462 Total deferred tax assets 92,417 462 Valuation allowance (92,417 ) (462 ) Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2020 and for the period from August 26, 2019 (inception) through December 31, 2019 consists of the following: December 31, December 31, 2020 2019 Federal Current $ — $ — Deferred (91,955 ) (462 ) State and Local Current — — Deferred — — Change in valuation allowance 91,955 462 Income tax provision $ — $ — As of December 31, 2020, and 2019, the Company had $440,083 and $2,199, respectively of U.S. federal net operating loss carryovers available to offset future taxable income. The net operating loss carryovers are subject to an indefinite period of utilization. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the change in the valuation allowance was $92,417. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Interest expense (3.6 )% 0.0 % Change in fair value of private warrants liability (7.5 )% 0.0 % Change in fair value of Convertible promissory note, net – related party (4.2 )% 0.0 % Meals (0.1 )% 0.0 % Valuation allowance (5.6 )% (21.0 )% Income tax provision 0.0 % 21.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 and 2019 remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — 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 that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 173,656,603 Liabilities: Private warrants liability 2 $ 1,980,000 Convertible component of convertible promissory note 3 $ 812,886 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 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 consolidated balance sheet. 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 consolidated statement 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. The key inputs into the Black-Scholes model for the private warrants were as follows at initial measurement: Input February 13, 2020 (Initial Measurement) Risk-free interest rate (%) 1.45 % Expected term (years) 6 Expected volatility (%) 12.5 % Exercise price $ 11.50 Fair value of Units $ 10.07 On February 13, 2020, the private warrants were determined to be $0.71 per warrant for an aggregate value of $1,405,800. 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 December 31, 2020, the aggregate values of the private warrants and the convertible component of convertible promissory note were $1,980,000 and $812,886, respectively. The following table presents the changes in the fair value of derivative liabilities: Private Warrants Convertible Component Fair value as of January 1, 2020 $ — $ — Initial measurement on February 13, 2020 1,405,800 Initial measurement on March 26, 2020 492,165 Changes in fair value 574,200 320,721 Fair value as of December 31, 2020 $ 1,980,000 $ 812,886 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company identified the following subsequent events that would have required adjustment or disclosure in the financial statements. 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. Initial Business Combinations On March 12, 2021 the Company entered into definitive agreements to acquire the following four cannabis companies: ● the Agreement and Plan of Merger by and among Greenrose, GNRS NV Merger Sub, Inc., Shango Holdings, Inc. and Gary Rexroad as the Selling Securityholders’ Representative dated as of March 12, 2021 (the “Shango Merger Agreement”); ● the Agreement and Plan of Merger by and among Greenrose, GNRS CT Merger Sub, LLC, Theraplant, LLC acting by and through its Steering Committee and Shareholder Representative Services LLC as the Selling Securityholders’ Representative dated as of March 12, 2021 (the “Theraplant Merger Agreement”); ● the Asset Purchase Agreement by and among Greenrose, True Harvest Holdings, Inc. and True Harvest, LLC dated as of March 12, 2021 (the “Asset Purchase Agreement”); and ● the Agreement and Plan of Merger by and among Greenrose, Futureworks Holdings, Inc., and Futureworks LLC dated as of March 12, 2021 (“Futureworks Merger Agreement”). Agreements for Business Combinations Shango Holdings Inc. Merger Agreement The Company , GNRS NV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company formed on March 10, 2021 (“GS Merger Sub”), Shango Holdings Inc., a Nevada corporation (“Shango”) and Gary Rexroad, in his capacity as the representative for the Sellers thereunder (the “Shango Sellers’ Representative”), entered into an Agreement and Plan of Merger (the “Shango Merger Agreement”), pursuant to which GS Merger Sub will be merged with and into Shango (the “Shango Merger”), with Shango surviving as a wholly owned subsidiary of Greenrose. Capitalized but undefined terms used in this section shall have the meanings set forth in the Shango Merger Agreement. Conversion of Securities Subject to the terms and conditions set forth in the Shango Merger Agreement, at the effective time of the Shango Merger (the “Shango Effective Time”), other than Dissenting Shares, each share of Shango’s common stock issued and outstanding immediately prior to the Shango Effective Time will be canceled and converted into the right to receive a pro rata portion of cash (without interest) and the number of shares of the common stock of Greenrose (the “Greenrose Common Stock”) issued as part of the Additional Consideration (as defined below), if any, in an amount equal to the sum of (i) the applicable Per Share Initial Consideration plus (ii) any applicable Per Share Additional Consideration, as described below. Merger Consideration Initial Consideration The aggregate consideration to be paid at Closing to Shango’s stockholders, other than for Dissenting Shares, will be: (i) $31,000,000 in cash, (ii) the assumption of up to $9,000,000 of Shango’s liabilities and (iii) any shortfall between $9,000,000 and the amount of Shango liabilities actually assumed by Greenrose at Closing. Additionally, Greenrose agreed to commit up to $10,000,000 for use for certain capital expenditures, as described more fully in the Shango Merger Agreement. Earnout Payments In addition to the Initial Consideration, and subject to Shango meeting certain target revenues in each of Greenrose’s 2021, 2022 and 2023 fiscal years, and having cash flow from operations of no less than $0, then, subject to Shango’s stockholders having delivered an Accredited Investor Certification, Greenrose may be required to issue to Shango’s stockholders up to such number of shares of Greenrose Common Stock equal to $65,000,000 in value, consisting of up to $20,000,000 in value of shares of Greenrose Common Stock for the 2021 fiscal year, up to $25,000,000 in value of shares of Greenrose Common Stock for the 2022 fiscal year and up to $20,000,000 in value of shares of Greenrose Common Stock for the 2023 fiscal year (collectively, the “Additional Consideration”), divided by the Parent Common Stock Price, which is calculated based upon the volume weighted average price per share of Greenrose Common Stock (rounded down to the nearest cent) on The Nasdaq Market, LLC (“Nasdaq”), or such other exchange on which Greenrose Common Stock is then listed or quoted on, for the ten (10) consecutive trading days ending on (and including) the last full trading day immediately prior to, as applicable, (1) the 2021 Milestone Payment Date, (2) the 2022 Milestone Payment Date, or (3) the 2023 Milestone Payment Date, as reported by the Wall Street Journal for each such trading day, or, if not reported by the Wall Street Journal, any other authoritative source mutually agreed by Greenrose and the Company. The Shango Merger Agreement provides that if any portion of the Additional Consideration is not fully earned in either 2021 or 2022, such portion of the Additional Consideration may be earned in subsequent years through 2023. Additionally, the Additional Consideration may be subject to acceleration as further set forth in the Shango Merger Agreement. Closing The Closing will occur as promptly as reasonably practicable, but in no event later than two (2) business days following the satisfaction or waiver of all of the closing conditions in the Shango Merger Agreement. Representations and Warranties The Shango Merger Agreement contains customary representations and warranties by each of Shango, Greenrose and GS Merger Sub. Many of the representations and warranties are qualified by knowledge of a party, materiality or Material Adverse Effect. At the Closing, Greenrose will also enter into an eighteen (18) month escrow arrangement in a customary form with the Shango Sellers’ Representative and an escrow agent and will deposit $3,000,000 in cash into an escrow fund for the recovery of indemnification claims and working capital adjustments. The Shango stockholders’ aggregate liability for Representation Breach Claims shall not exceed $11,500,000, subject to certain exceptions, and the aggregate liability for all claims shall not exceed the lesser of (i) $25,000,000 or (ii) the Aggregate Consideration actually received by the Shango stockholders. Covenants of the Parties Each Party agreed to use its commercially reasonable efforts to effect the Closing. The Shango Merger Agreement also contains certain customary covenants by each of the Parties during the period between the signing of the Shango Merger Agreement and the earlier of the Closing or the termination of the Shango Merger Agreement in accordance with its terms, as well as certain customary covenants, such as confidentiality and publicity that will continue after the termination of the Shango Merger Agreement. Shango agreed to (and to cause each of its subsidiaries to), use commercially reasonable efforts to, during the period between the signing of the Merger Agreement and until the earlier of the Closing or the termination of the Shango Merger Agreement, carry on its business in the ordinary course consistent with past practice. Shango also agreed not to, during the period between the signing of the Shango Merger Agreement and until the earlier of the Closing or the termination of the Shango Merger Agreement, without the prior written consent of Greenrose, to take certain actions as more fully set forth in the Shango Merger Agreement. Conditions to Consummation of the Shango Merger Under the Shango Merger Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Shango Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Shango Merger Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the stockholders of Greenrose (the “Greenrose Stockholders”); (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Material Adverse Effect since the date of the Shango Merger Agreement; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Shango Merger Agreement, in each case subject to the certain materiality standards contained in the Shango Merger Agreement. Termination The Shango Merger Agreement may be terminated under the following customary and limited circumstances at any time prior to the Closing: (i) upon the mutual written consent of Greenrose and Shango; (ii) by Greenrose or Shango if any Law or Order is enacted, promulgated or issued or deemed applicable to the Shango Merger by any Governmental Authority that would make consummation of the Shango Merger illegal, other than Federal Cannabis Laws; (iii) by Greenrose or Shango if the Closing has not occurred by August 31, 2021; or (iv) by Greenrose, on the one hand, or Shango, on the other hand, as a result of certain breaches by the counterparties to the Shango Merger Agreement that remain uncured after any applicable cure period; provided, in each case of (i)-(iv), that such termination right is not available to any party if such party is in breach of its representations, warranties, covenants, agreements or other obligations under the Shango Merger Agreement. The foregoing description of the Shango Merger Agreement is qualified in its entirety by reference to the full text of the form of the Shango Merger Agreement, a copy of which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 18, 2021, and incorporated herein by reference. Lock-Up Agreements In connection with the Closing, each of Shango’s stockholders will be required to enter into a Lock-Up Agreement (the “Shango Lock-Up Agreement”) pursuant to which they will agree, subject to certain exceptions, for a period of 6 months after the applicable Milestone Payment Date, (i) not to lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Greenrose Common Stock, (ii) enter into any swap or other arrangement that transfers to another party, in whole or in part, any of the economic consequences of ownership of the Greenrose Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, with respect to any shares of Greenrose Common Stock received by such Shango stockholder as part of the Additional Consideration. The foregoing description of the Shango Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit I to the Shango Merger Agreement, filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 18, 2021, and incorporated herein by reference. Registration Rights Agreement In connection with the Closing, Greenrose will enter into a Registration Rights Agreement with each of Shango’s stockholders (the “Shango Registration Rights Agreement”) pursuant to which Greenrose agrees that, after the expiration of the applicable lock-up period set forth in the Shango Lock-Up Agreement, at the request of the Majority Holders (as defined in the Shango Registration Rights Agreement), Greenrose will file a registration statement with the SEC covering the resale of the Registrable Securities (as defined in the Shango Registration Rights Agreement) requested to be included in such registration statement (the “Resale Registration Statement”), and Greenrose shall use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Additionally, the Holders (as defined in the Shango Registration Rights Agreement) will be entitled to piggyback registration rights. The foregoing description of the Shango Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is included as Exhibit H to the Shango Merger Agreement, filed as Exhibit 2.1 to the Current Report on Form 8-K filed on March 18, 2021, and incorporated herein by reference. Theraplant Merger Agreement On March 12, 2021, the Company , GNRS CT Merger Sub, LLC, a Connecticut limited liability company and a wholly-owned subsidiary of the Company formed on March 5,2021 (“TPT Merger Sub”), Theraplant, LLC, a Connecticut limited liability company (“Theraplant”) and Shareholder Representative Services LLC, solely in its capacity as the representative for the Selling Securityholders thereunder (the “Theraplant Seller Representative”), entered into an Agreement and Plan of Merger (the “Theraplant Merger Agreement”), pursuant to which TPT Merger Sub will be merged with and into Theraplant (the “Theraplant Merger”), with Theraplant surviving the Merger as a wholly owned subsidiary of Greenrose. Capitalized but undefined terms used in this section “Theraplant Merger Agreement” the meanings set forth in the Theraplant Merger Agreement. Conversion of Securities Subject to the terms and conditions set forth in the Theraplant Merger Agreement, at the effective time of the Theraplant Merger (the “Theraplant Effective Time”), each unit of Theraplant issued and outstanding immediately prior to the Theraplant Effective Time will be canceled and converted into the right to receive a pro rata portion of cash (without interest), as described below. Merger Consideration The aggregate merger consideration (the “Theraplant Merger Consideration”) to be paid at Closing to the unit holders of Theraplant pursuant to the Theraplant Merger Agreement for all Company Units will be $100,000,000 in cash, subject to customary purchase price adjustments, and an indemnity escrow as described more fully in the Theraplant Merger Agreement. Additionally, $700,000 of the Theraplant Merger Consideration will be placed into dedicated accounts controlled by the Theraplant Seller Representative and the Theraplant Managing Members immediately prior to Closing, to provide a source of funds for those parties to use in administering any claims or disputes that arise post-Closing. Closing The Closing will occur as promptly as reasonably practicable, but in no event later than two (2) business days following the satisfaction or waiver of all of the closing conditions in the Theraplant Merger Agreement. Representations and Warranties The Theraplant Merger Agreement contains customary representations and warranties by each of Theraplant, Greenrose and TPT Merger Sub. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. Other than Fundamental Representations, the representations and warranties made by the Parties survive the Closing for a period of 18 months. Covenants of the Parties Each Party agreed to use its commercially reasonable efforts to effect the Closing. The Theraplant Merger Agreement also contains certain customary covenants by each of the Parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Theraplant Merger Agreement in accordance with its terms, as well as certain customary covenants, such as confidentiality and publicity that will continue after the termination of the Theraplant Merger Agreement. Pursuant to the Theraplant Merger Agreement, Theraplant agreed to (and agreed to cause each Subsidiary to), use commercially reasonable efforts to, during the period between the signing of the Theraplant Merger Agreement and until the earlier of the Closing or the termination of the Theraplant Merger Agreement, carry on its business in the ordinary course consistent with past practice. Pursuant to the Theraplant Merger Agreement, Theraplant also agrees not to, during the period between the signing of the Theraplant Merger Agreement and until the earlier of the Closing or the termination of the Theraplant Merger Agreement, without the prior written consent of Greenrose, to take certain actions as more fully described in the Theraplant Merger Agreement. Conditions to Consummation of the Theraplant Merger Under the Theraplant Merger Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Theraplant Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Theraplant Merger Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders; (ii) the approval and adoption of the Theraplant Merger Agreement and transactions contemplated thereby by Theraplant’s members owning no less than 70% of Theraplant’s units entitled to vote; (iii) the absence of a Material Adverse Effect since the date of the Theraplant Merger Agreement; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Theraplant Merger Agreement, in each case subject to the certain materiality standards contained in the Theraplant Merger Agreement. Termination The Theraplant Merger Agreement may be terminated under the following customary and limited circumstances at any time prior to the Closing: (i) upon the mutual written consent of the Company and Theraplant; (ii) by the Company or Theraplant if any Law or Order is enacted, promulgated or issued or deemed applicable to the Theraplant Merger by any Governmental Authority that would make consummation of the Theraplant Merger illegal, other than Federal Cannabis Laws; (iii) by the Company or Theraplant if the Closing has not occurred by August 13, 2021; (iv) by the Company or Theraplant if, after giving effect to the completion of the Redemption and any financings undertaken by the Company in connection with the Closing, the Company shall have net tangible assets of less than $120,000,000; or (v) by the Company, on the one hand, or Theraplant, on the other hand, as a result of certain breaches by the counterparties to the Theraplant Merger Agreement that remain uncured after any applicable cure period; provided, in each case of (i)-(v), that such termination right is not available to any party if such party is in breach of its representations, warranties, covenants, agreements or other obligations under the Theraplant Merger Agreement. The foregoing description of the Theraplant Merger Agreement is qualified in its entirety by reference to the full text of the form of the Theraplant Merger Agreement, a copy of which is included as Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC on March 18, 2021, and incorporated herein by reference. True Harvest Holdings Asset Purchase Agreement On March 12, 2021, the Company , True Harvest Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company formed on March 10, 2021 (“Buyer”), and True Harvest, LLC, an Arizona limited liability company (the “Seller” or “True Harvest”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement,”), pursuant to which Buyer agreed to acquire substantially all of Seller’s assets in connection with its indoor cannabis cultivation facility (the “Business”). Capitalized but undefined terms used in this section shall have the meanings set forth in the Asset Purchase Agreement. Purchase Consideration Initial Consideration The initial consideration to be paid by the Buyer to Seller for the Purchased Assets (the “Initial Payment Amount”), will consist of: (i) $21,750,000 in cash; (ii) an additional $25,000,000 evidenced by a secured promissory note bearing interest at 8% per annum, issued by Buyer to Seller which matures on the third anniversary of the Closing, and which is secured by the Purchased Assets pursuant to the terms of a Security Agreement; and (iii) the assumption by Buyer of $3,250,000 of Seller’s debt. Earnout Payment In addition to the Initial Payment Amount, Buyer may be required to pay additional consideration to Seller (the “Earnout Payment”) of up to a maximum of $35,000,000 in cash (the “Maximum Earnout Amount”) contingent on the Business attaining, within thirty-six (36) months after the Closing Date, a certain price per pound (the “36 Month Price Point”) of cannabis flower (“flower”) as compared to total flower production, irrespective of the final form in which such flower is sold. The Earnout Payment, if any, shall be evidenced by a promissory note (the “Earnout Note”). The Earnout Note, which shall bear interest at an annual rate of 8% per annum, is payable in twenty-four (24) monthly installments after issuance and will be secured by the Purchased Assets. The 36 Month Price Point will be equal to the average of the Weighted Average Annual Price Points for the three (3) years following the Closing Date. The “Weighted Average Annual Price Point” equals revenue of the Business for the three (3) year period following the Closing Date divided by total weight of flower product produced and sold by Buyer (as listed in Biotrack or equivalent tracking system) during the three (3) year period following the Closing Date, provided, that in the event any flower product is lost or otherwise destroyed, then such lost or destroyed products shall not be included in the calculation of Weighted Average Annual Price Point. The percentage of the Maximum Earnout Amount payable by Buyer to Seller will be determined in accordance with the following table: 36 Month Price Point Percentage of Earnout Flower Production of <17,500 pounds/yr. Flower Production of >17,500 pounds/yr. 0% <$2,199 <$2,199 20% $2,200-$2,399 $2,200-$2,199 50% $2,400-$2,699 $2,200-$2,499 80% $2,700-$2,999 $2,500-$2,799 100% $3,000+ $2,800+ Closing The Closing will occur as promptly as reasonably practicable, but in no event later than two (2) business days following the satisfaction or waiver of all of the closing conditions in the Asset Purchase Agreement. Representations and Warranties The Asset Purchase Agreement contains customary representations and warranties by each of Seller, the Company and Buyer. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. Other than certain fundamental representations, the representations and warranties made by the Parties survive the Closing for a period of 18 months. Covenants of the Parties Each party agrees to use its commercially reasonable efforts to effect the Closing. The Asset Purchase Agreement also contains certain customary covenants by each of the Parties during the period between the signing of the Asset Purchase Agreement and prior to the Closing, as well as certain customary covenants, such as confidentiality and publicity that will continue after the termination of the Asset Purchase Agreement. Each party will also use its reasonable best efforts to obtain all consents, authorizations, orders and approvals from all governmental authorities that may be necessary for execution of the Asset Purchase Agreement. The Seller agrees that, during the period between the signing of the Asset Purchase Agreement and until the Closing, it will use its best efforts to operate its business in good faith in the ordinary course, using reasonable efforts to maintain and preserve intact the current Business and operations and to preserve the rights, goodwill and relationships of its employees, customers, lenders, vendors, and others having relationships with the Business. After the Closing, Seller agrees to cooperate with Buyer in Buyer’s efforts to continue and maintain those business relationships of Seller existing prior to the Closing and relating to the Business for a period of time. Conditions to Consummation of the Asset Purchase Agreement Under the Asset Purchase Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Asset Purchase Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Asset Purchase Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders; (ii) the absence of a Material Adverse Effect (as defined in the Asset Purchase Agreement) since the date of the Asset Purchase Agreement; (iii) after giving effect to the completion of the Redemption and any financings undertaken by the Company in connection with the Closing, the Company shall have net tangible assets of no less than $70,000,000; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Asset Purchase Agreement, in each case subject to the certain materiality standards contained in the Asset Purchase Agreement. Termination The Asset Purchase Agreement may be terminated under the following customary and limited circumstances at any time prior to the Closing: (i) upon the mutual written consent of Greenrose and True Harvest; (ii) by the Company or True Harvest if there shall be any law or order enacted that makes consummation of the transactions contemplated by the Asset Purchase Agreement illegal or otherwise prohibited, other than Federal Cannabis Laws; (iii) by the Company or True Harvest if the Closing has not occurred by the Drop Dead Date; or (v) by Greenrose, on the one hand, or True Harvest, on the other hand, as a result of certain breaches by the counterparties to the Asset Purchase Agreement that remain uncured after any applicable cure period; provided, in each case of (i)-(iv), that such termination right is not available to any party if such party is in breach of its representations, warranties, covenants, agreements or other obligations under the Asset Purchase Agreement. The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the form of the Asset Purchase Agreement, including the exhibits attached thereto, a copy of which is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 18, 2021, and incorporated herein by reference. Futureworks Merger Agreement On March 12, 2021, the Company, Futureworks Holdings, Inc. a Delaware corporation and a wholly owned subsidiary of the Company formed on March 11, 2021 (“FW Merger Sub”), and Futureworks LLC, a Colorado limited liability company (“Futureworks”), entered into an Agreement and Plan of Merger (the “Futureworks Merger Agreement”), pursuant to which Futureworks will be merged with and into FW Merger Sub (the “Futureworks Merger”), with FW Merger Sub surviving the Merger as a wholly owned subsidiary of the Company (the “Surviving Corporation”). Capitalized but undefined terms used in this section shall have the meanings set forth in the Futureworks Merger Agreement. Conversion of Securities Subject to the terms and conditions set forth in the Futureworks Merger Agreement, at the effective time of the Futureworks Merger (the “Futureworks Effective Time”) each ownership interest in Futureworks issued and outstanding immediately prior to the Futureworks Effective Time will be canceled and extinguished and converted into the right to receive a pro rata portion of the Aggregate Consideration (without interest), as described below. Merger Consideration Initial Consideration The value of the aggregate merger consideration (the “Initial Consideration”) to be paid at closing to the holders of Futureworks ownership interests pursuant to the Futureworks Merger Agreement for all Company Interests will be: (i) $17,500,000 in cash, plus (ii) such number of shares of Greenrose Common Stock equal to $15,000,000 in value (the “Parent Common Stock”), calculated based upon the volume weighted average price per share of Parent Common Stock (rounded down to the nearest cent) on the OTCQX for the twenty (20) consecutive trading days ending on (and including) the last full trading day immediately prior to, (i) the Closing Date, (ii) March 31, 2022, or (iii) such date as Parent Common Stock Price is required to be paid or issued, as appliable (the “Parent Common Stock Price”), as reported by the Wall Street Journal for each such trading day, or, if not reported by the Wall Street Journal, any other authoritative source mutually agreed by Greenrose and the Company, provided that the Parent Common Stock Price for the shares of Parent Common Stock to be issued on the Closing Date shall be subject to a minimum price of $12.00 per share of Parent Common Stock and a maximum price of $15.00 per share of Parent Common Stock, subject to customary purchase price adjustments, and indemnity escrow, as described more fully in the Futureworks Merger Agreement. Earnout Payment In addition to the Initial Consideration, and subject to the Surviving Corporation meeting the Earnout Threshold then, subject to Futureworks’ members having delivered an executed Accredited Investor Certification to the Company the Company may be required to issue to Futureworks’ members up to such number of shares of Parent Common Stock equal to $10,000,000 in value, calculated based on the Parent Common Stock Price (the “Futureworks Additional Consideration”). Closing The Closing will occur as promptly as reasonably practicable, but in no event later than two (2) business days following the satisfaction or waiver of all of the closing conditions in the Futureworks Merger Agreement. Representations and Warranties The Futureworks Merger Agreement contains customary representations and warranties by each of Futureworks, the Company and FW Merger Sub. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. The representations and warranties made by the Parties survive the Closing until the Expiration Date. Covenants of the Parties Each Party agreed to use its commercially reasonable efforts to effect the Closing. The Futureworks Merger Agreement also contains certain customary covenants by each of the Parties during the period between the signing of the Futureworks Merger Agreement and the earlier of the Closing or the termination of the Futureworks Merger Agreement in accordance with its terms, as well as certain customary covenants, such as confidentiality and publicity that will continue after the termination of the Futureworks Merger Agreement. Futureworks agreed to (and to cause each Futureworks subsidiary to), use commercially reasonable efforts to, during the period between the signing of the Futureworks Merger Agreement and until the earlier of the Closing or the termination of the Futureworks Merger Agreement, carry on its business in the ordinary course consistent with past practice. Futureworks also agreed not to, during the period between the signing of the Futureworks Merger Agreement and until the earlier of the Closing or the termination of the Futureworks Merger Agreement, without the prior written consent of the Company, to take certain actions as further set forth in the Futureworks Merger Agreement. Conditions to Consummation of the Futureworks Merger Under the Futureworks Merger Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Futureworks Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Futureworks Merger Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders; (ii) the absence of a M |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 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 December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest 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 (see Note 10). |
Convertible Instruments | Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 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. |
Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) | Common Stock Subject to Possible Redemption (Restated, see Note 2 – The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Common stock offering costs (4,419,274 ) Proceeds net of underwriting discounts, offering costs and warrant liability 168,080,726 Plus: Interest income, net of withdrawals for Delaware franchise taxes paid 1,031,906 Accretion of carrying value to redemption value 4,326,516 Common stock subject to possible redemption at December 31, 2020 $ 173,439,148 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and JOBS Act tax provisions. The enactment of the CARES Act did not have a material impact on the Company’s income tax accounts or profile. |
Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 1) | Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 562,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 19,230,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. There were no dilutive securities for the period ended December 31, 2020 or December 31, 2019. These amounts are not included in the computation of dilutive loss per share because their impact is antidilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, For the Period from 2020 2019 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 $ 1,100,578 $ — Less: interest available to be withdrawn for payment of taxes (206,921 ) — Net income $ 893,657 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,704,070 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,609,783 ) $ (2,199 ) Less: Income attributable to Common stock subject to possible redemption (893,657 ) — Non-redeemable net loss $ (2,503,440 ) $ (2,199 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 5,083,127 3,750,000 Basic and diluted net loss per share, Common Stock $ (0.49 ) $ (0.00 ) Net Income (Loss) Per Common Share (Restated, see Note 2 – Amendment 2) The Company applies the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common share outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,230,000 shares of common stock in the aggregate. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) |
Net Income (Loss) Per Common Share (Restated, see Note 2 – Amendment 2) | Net Income (Loss) Per Common Share (Restated, see Note 2 – Amendment 2) The Company applies the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common share outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 19,230,000 shares of common stock in the aggregate. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For The Common Stock Common Stock Basic and diluted net loss per common share Numerator: Allocation of net loss $ (1,609,783 ) $ (2,199 ) Denominator: Basic and diluted weighted average stock outstanding 19,779,057 3,750,000 Basic and diluted net loss per common share $ (0.08 ) $ — |
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 limit 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. (see Note 10) |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of balance sheet | February 13, March 31, June 30, September 30, December 31, Private warrants liability As Previously Reported - - - - - Adjustments 1,405,800 1,009,800 415,800 475,200 1,980,000 As Restated 1,405,800 1,009,800 415,800 475,200 1,980,000 Convertible promissory note, net – related party As Previously Reported - 1,000,000 1,000,000 1,000,000 1,000,000 Adjustments - (79,518 ) (228,910 ) (116,572 ) 593,605 As Restated - 920,482 771,090 883,428 1,593,605 Total Liabilities As Previously Reported 865,008 1,283,698 1,237,423 1,271,744 1,399,999 Adjustments 1,405,800 930,282 186,890 358,618 2,573,605 As Restated 2,270,808 2,213,980 1,424,313 1,630,362 3,973,604 Common stock subject to possible redemption As Previously Reported 145,552,990 168,708,256 168,526,257 168,184,912 167,611,542 Adjustments (1,405,796 ) (930,282 ) (186,894 ) (358,634 ) (2,573,605 ) As Restated 144,147,194 167,777,974 168,339,363 167,826,278 165,037,937 Common stock As Previously Reported 506 511 513 517 522 Adjustments 15 9 1 3 26 As Restated 521 520 514 520 548 Additional Paid-in Capital As Previously Reported 5,002,230 4,346,959 4,528,956 4,870,297 5,443,662 Adjustments (19 ) (475,527 ) (1,218,907 ) (1,047,169 ) 1,167,779 As Restated 5,002,211 3,871,432 3,310,049 3,823,128 6,611,441 Accumulated Deficit As Previously Reported (2,731 ) 652,537 470,534 129,187 (444,177 ) Adjustments - 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated (2,731 ) 1,128,055 1,689,444 1,176,359 (1,611,982 ) Total Permanent Equity As Previously Reported 5,000,005 5,000,007 5,000,003 5,000,001 5,000,007 Adjustments (4 ) - 4 6 - As Restated 5,000,001 5,000,007 5,000,007 5,000,007 5,000,007 |
Schedule of statement of operation | Three Months Ended Six Months Ended Nine Months Ended Year Ended Change in fair value of private warrants liability As Previously Reported - - - - Adjustments 396,000 990,000 930,600 (574,200 ) As Restated 396,000 990,000 930,600 (574,200 ) Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments 84,391 322,470 299,794 (320,721 ) As Restated 84,391 322,470 299,794 (320,721 ) Interest Expense As Previously Reported - - - - Adjustments (4,873 ) (93,560 ) (183,222 ) (272,884 ) As Restated (4,873 ) (93,560 ) (183,222 ) (272,884 ) Total Other Income (Expense), net As Previously Reported 1,104,572 1,147,848 1,152,225 1,156,603 Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,580,090 2,366,758 2,199,397 (11,202 ) Net income (loss) As Previously Reported 654,736 472,733 131,386 (441,978 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,130,254 1,691,643 1,178,558 (1,609,783 ) Basic and diluted net income (loss) per share, Common Stock As Previously Reported (0.04 ) (0.08 ) (0.16 ) (0.27 ) Adjustments 0.10 0.24 0.21 (0.22 ) As Restated 0.06 0.16 0.05 (0.49 ) Three Months Ended Three Months Ended Three Months Ended Three Months Ended Change in fair value of private warrants liability As Previously Reported - - - - Adjustments 396,000 594,000 (59,400 ) (1,504,800 ) As Restated 396,000 594,000 (59,400 ) (1,504,800 ) Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments 84,391 238,079 (22,676 ) (620,515 ) As Restated 84,391 238,079 (22,676 ) (620,515 ) Interest Expense As Previously Reported - - - - Adjustments (4,873 ) (88,687 ) (89,662 ) (89,662 ) As Restated (4,873 ) (88,687 ) (89,662 ) (89,662 ) Total Other Income (Expense), net As Previously Reported 1,104,572 43,276 4,377 4,378 Adjustments 475,518 743,392 (171,738 ) (2,214,977 ) As Restated 1,580,090 786,668 (167,361 ) (2,210,599 ) Net income (loss) As Previously Reported 654,736 (182,003 ) (341,347 ) (573,364 ) Adjustments 475,518 743,392 (171,738 ) (2,214,977 ) As Restated 1,130,254 561,389 (513,085 ) (2,788,341 ) Basic and diluted net income (loss) per share, Common Stock As Previously Reported (0.04 ) (0.04 ) (0.07 ) (0.11 ) Adjustments 0.10 0.14 (0.03 ) (0.43 ) As Restated 0.06 0.10 (0.10 ) (0.54 ) |
Schedule of statements of changes in permanent equity (Deficit) | March 31, June 30, September 30, December 31, Common stock As Previously Reported 511 513 517 522 Adjustments 9 1 3 26 As Restated 520 514 520 548 Additional Paid-in Capital As Previously Reported 4,346,959 4,528,956 4,870,297 5,443,662 Adjustments (475,527 ) (1,218,907 ) (1,047,169 ) 1,167,779 As Restated 3,871,432 3,310,049 3,823,128 6,611,441 Accumulated Deficit As Previously Reported 652,537 470,534 129,187 (444,177 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,128,055 1,689,444 1,176,359 (1,611,982 ) Total Permanent Equity As Previously Reported 5,000,007 5,000,003 5,000,001 5,000,007 Adjustments - 4 6 - As Restated 5,000,007 5,000,007 5,000,007 5,000,007 |
Schedule of Statements of cash flows | Three Months Ended Six Months Ended Nine Months Ended Year Ended Net income (loss) As Previously Reported 654,736 472,733 131,386 (441,978 ) Adjustments 475,518 1,218,910 1,047,172 (1,167,805 ) As Restated 1,130,254 1,691,643 1,178,558 (1,609,783 ) Change in fair value of private warrants liability As Previously Reported - - - - Adjustments (396,000 ) (990,000 ) (930,600 ) 574,200 As Restated (396,000 ) (990,000 ) (930,600 ) 574,200 Change in fair value of Convertible promissory note, net – related party As Previously Reported - - - - Adjustments (84,391 ) (322,470 ) (299,794 ) 320,721 As Restated (84,391 ) (322,470 ) (299,794 ) 320,721 Interest Expense As Previously Reported - - - - Adjustments 4,873 93,560 183,222 272,884 As Restated 4,873 93,560 183,222 272,884 |
Schedule of financial statements | Balance Sheet as of February 13, 2020 (restated) As Previously Restatement Adjustment As Restated Common stock subject to possible redemption $ 144,147,194 $ 5,852,806 $ 150,000,000 Common stock $ 521 $ (59 ) $ 462 Additional paid-in capital $ 5,002,212 $ (5,002,212 ) $ — Accumulated deficit $ (2,731 ) $ (850,535 ) $ (853,266 ) Total Permanent (Deficit) Equity $ 5,000,001 $ (5,852,806 ) $ (852,805 ) Number of shares subject to possible redemption 14,414,719 581,281 15,000,000 Balance Sheet as of March 31, 2020 (restated) Common stock subject to possible redemption $ 167,777,974 $ 5,611,341 $ 173,389,315 Common stock $ 520 $ (56 ) $ 464 Additional paid-in capital $ 3,871,432 $ (3,871,432 ) $ — Accumulated deficit $ 1,128,055 $ (1,739,853 ) $ (611,798 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,611,341 ) $ (611,334 ) Number of shares subject to possible redemption 16,691,744 558,256 17,250,000 Balance Sheet as of June 30, 2020 (restated) Common stock subject to possible redemption $ 168,339,363 $ 5,100,801 $ 173,440,164 Common stock $ 514 $ (50 ) $ 464 Additional paid-in capital $ 3,310,049 $ (3,310,049 ) $ — Accumulated deficit $ 1,689,444 $ (1,790,702 ) $ (101,258 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,100,801 ) $ (100,794 ) Number of shares subject to possible redemption 16,745,577 504,423 17,250,000 Balance Sheet as of September 31, 2020 (restated) Common stock subject to possible redemption $ 167,826,278 $ 5,640,201 $ 173,466,479 Common stock $ 520 $ (56 ) $ 464 Additional paid-in capital $ 3,823,128 $ (3,823,128 ) $ — Accumulated deficit $ 1,176,359 $ (1,817,017 ) $ (640,658 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (5,640,201 ) $ (640,194 ) Number of shares subject to possible redemption 16,692,005 557,995 17,250,000 Balance Sheet as of December 31, 2020 (restated) Common stock subject to possible redemption $ 165,037,937 $ 8,401,211 $ 173,439,148 Common stock $ 548 $ (84 ) $ 464 Additional paid-in capital $ 6,611,441 $ (6,611,441 ) $ — Accumulated deficit $ (1,611,982 ) $ (1,789,686 ) $ (3,401,668 ) Total Permanent (Deficit) Equity $ 5,000,007 $ (8,401,211 ) $ (3,401,204 ) Number of shares subject to possible redemption 16,414,428 835,572 17,250,000 As Previously Reported: Redeemable and Non-Redeemable Restatement Adjustment As Restated: Common Stock Statement of Operations for the Three Month Period Ended March 31, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,664,719 (16,664,719 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 4,785,228 8,607,052 13,392,280 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.06 $ 0.02 $ 0.08 Statement of Operations for the Three Month Period Ended June 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,694,628 (16,694,628 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,197,872 16,694,628 21,892,500 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.10 $ (0.07 ) $ 0.03 Statement of Operations for the Six Month Period Ended June 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,684,442 (16,684,442 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 4,991,550 12,650,840 17,642,390 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.16 $ (0.06 ) $ 0.10 Statement of Operations for the Three Month Period Ended September 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,745,577 (16,745,577 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,146,923 16,745,577 21,892,500 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ (0.10 ) $ 0.08 $ (0.02 ) Statement of Operations for the Nine Period Ended September 30, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,708,896 (16,708,896 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,043,719 14,025,715 19,069,434 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ 0.05 $ 0.01 $ 0.06 Statement of Operations for the Year Ended December 31, 2020 (restated) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,704,070 (16,704,070 ) — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ (0.05 ) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock 5,083,127 14,695,930 19,779,057 Basic and diluted net loss per share, Non-redeemable common stock, Common Stock $ (0.49 ) $ 0.41 $ (0.08 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended March 31, 2020 (restated) Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability $ 168,080,726 $ (168,080,726 ) $ — Common stock subject to possible redemption $ (167,777,974 ) $ 167,777,974 $ — Change in value of common stock subject to redemption $ 302,752 $ (302,752 ) $ — Interest income, net of withdrawals for Delaware franchise taxes paid $ — $ (1,031,894 ) $ (1,031,894 ) Accretion for common stock subject to redemption amount $ — $ (4,276,695 ) $ (4,276,695 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended June 30, 2020 (restated) Change in value of common stock subject to redemption $ (561,389 ) $ 561,389 $ — Interest income, net of withdrawals for Delaware franchise taxes paid $ — $ (12 ) $ (12 ) Accretion for common stock subject to redemption amount $ — $ (50,837 ) $ (50,837 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended September 30, 2020 (restated) Change in value of common stock subject to redemption $ 513,085 $ (513,085 ) $ — Accretion for common stock subject to redemption amount $ — $ (26,315 ) $ (26,315 ) Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended December 31, 2020 (restated) Change in value of common stock subject to redemption $ 2,788,341 $ (2,788,341 ) $ — Decretion for common stock subject to redemption amount $ — $ 27,331 $ 27,331 Non-Cash investing and financing activities: As Previously Restatement Adjustments As Restated Statement of Cash Flows for the Period Ended March 31, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ 1,130,784 $ (1,130,784 ) $ — Statement of Cash Flows for the Period Ended June 30, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ (1,609,253 ) $ 1,609,253 $ — Statement of Cash Flows for the Period Ended September 30, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ 1,179,088 $ (1,179,088 ) $ — Statement of Cash Flows for the Year Ended December 31, 2020 (restated) Initial classification of common stock subject to possible redemption $ 166,647,190 $ (166,647,190 ) $ — Change in value of common stock subject to possible redemption $ (1,609,253 ) $ 1,609,253 $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of common stock reflected in the consolidated balance sheet | Gross proceeds $ 172,500,000 Less: Common stock offering costs (4,419,274 ) Proceeds net of underwriting discounts, offering costs and warrant liability 168,080,726 Plus: Interest income, net of withdrawals for Delaware franchise taxes paid 1,031,906 Accretion of carrying value to redemption value 4,326,516 Common stock subject to possible redemption at December 31, 2020 $ 173,439,148 |
Schedule of basic and diluted loss per common share | Year Ended December 31, For the Period from 2020 2019 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 $ 1,100,578 $ — Less: interest available to be withdrawn for payment of taxes (206,921 ) — Net income $ 893,657 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 16,704,070 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.05 $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,609,783 ) $ (2,199 ) Less: Income attributable to Common stock subject to possible redemption (893,657 ) — Non-redeemable net loss $ (2,503,440 ) $ (2,199 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 5,083,127 3,750,000 Basic and diluted net loss per share, Common Stock $ (0.49 ) $ (0.00 ) |
Schedule of basic and diluted net income (loss) per common share | Year Ended For The Common Stock Common Stock Basic and diluted net loss per common share Numerator: Allocation of net loss $ (1,609,783 ) $ (2,199 ) Denominator: Basic and diluted weighted average stock outstanding 19,779,057 3,750,000 Basic and diluted net loss per common share $ (0.08 ) $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Black-Scholes valuation for stock options | March 26, 2020 December 31, 2020 Expected volatility (%) 15.0 % 15.0 % Risk-free interest rate (%) 0.60 % 0.43 % Discount Rate (%) 25.0 % 25.0 % Expected dividend yield (%) 0.0 % 0.0 % Contractual term (years) 0.88 0.5 Conversion price (*) (*) Underlying share price 8.97 10.13 Convertible notes amount $ 1,000,000 $ 1,000,000 Fair value of the conversion feature $ 492,165 $ 812,886 |
Schedule of change in the fair value of conversion option | 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 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, 2020 2019 Deferred tax assets Net operating loss carryforward $ 92,417 $ 462 Total deferred tax assets 92,417 462 Valuation allowance (92,417 ) (462 ) Deferred tax assets $ — $ — |
Schedule of income tax provision | December 31, December 31, 2020 2019 Federal Current $ — $ — Deferred (91,955 ) (462 ) State and Local Current — — Deferred — — Change in valuation allowance 91,955 462 Income tax provision $ — $ — |
Schedule of effective reconciliation of the federal income tax rate | December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Interest expense (3.6 )% 0.0 % Change in fair value of private warrants liability (7.5 )% 0.0 % Change in fair value of Convertible promissory note, net – related party (4.2 )% 0.0 % Meals (0.1 )% 0.0 % Valuation allowance (5.6 )% (21.0 )% Income tax provision 0.0 % 21.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 173,656,603 Liabilities: Private warrants liability 2 $ 1,980,000 Convertible component of convertible promissory note 3 $ 812,886 |
Schedule of private warrants | Input February 13, 2020 (Initial Measurement) Risk-free interest rate (%) 1.45 % Expected term (years) 6 Expected volatility (%) 12.5 % Exercise price $ 11.50 Fair value of Units $ 10.07 |
Schedule of changes in fair value of derivative liabilities | Private Warrants Convertible Component Fair value as of January 1, 2020 $ — $ — Initial measurement on February 13, 2020 1,405,800 Initial measurement on March 26, 2020 492,165 Changes in fair value 574,200 320,721 Fair value as of December 31, 2020 $ 1,980,000 $ 812,886 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of percentage of maximum earnout amount payable | 36 Month Price Point Percentage of Earnout Flower Production of <17,500 pounds/yr. Flower Production of >17,500 pounds/yr. 0% <$2,199 <$2,199 20% $2,200-$2,399 $2,200-$2,199 50% $2,400-$2,699 $2,200-$2,499 80% $2,700-$2,999 $2,500-$2,799 100% $3,000+ $2,800+ |
Schedule of merger agreement | 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. 13, 2020 | Feb. 14, 2020 | Dec. 31, 2019 | 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. | |||
Transaction costs | $ 4,419,274 | |||
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% | |||
Sponsor agrees to deposit, description | 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”). | |||
Public per share (in Dollars per share) | $ 10 | |||
Operating bank accounts | $ 24,970 | $ 309,849 | ||
Current liabilities | 634,874 | 399,999 | ||
Franchise taxes payable | 187,500 | |||
Payment to franchise tax | 29,955 | |||
Working capital | 172,401 | |||
Net loss | 1,609,783 | |||
Cash from operating activities | $ (31,071) | $ (1,214,806) | ||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
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 | |||
Trust Account [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Current liabilities | $ 182,544 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020USD ($) |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - Amendment 1 [Member] - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 13, 2020 |
As Previously Reported [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Private warrants liability | |||||
Convertible promissory note, net – related party | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Total Liabilities | 1,399,999 | 1,271,744 | 1,237,423 | 1,283,698 | 865,008 |
Common stock subject to possible redemption | 167,611,542 | 168,184,912 | 168,526,257 | 168,708,256 | 145,552,990 |
Common stock | 522 | 517 | 513 | 511 | 506 |
Additional Paid-in Capital | 5,443,662 | 4,870,297 | 4,528,956 | 4,346,959 | 5,002,230 |
Accumulated Deficit | (444,177) | 129,187 | 470,534 | 652,537 | (2,731) |
Total Permanent Equity | 5,000,007 | 5,000,001 | 5,000,003 | 5,000,007 | 5,000,005 |
Adjustments [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Private warrants liability | 1,980,000 | 475,200 | 415,800 | 1,009,800 | 1,405,800 |
Convertible promissory note, net – related party | 593,605 | (116,572) | (228,910) | (79,518) | |
Total Liabilities | 2,573,605 | 358,618 | 186,890 | 930,282 | 1,405,800 |
Common stock subject to possible redemption | (2,573,605) | (358,634) | (186,894) | (930,282) | (1,405,796) |
Common stock | 26 | 3 | 1 | 9 | 15 |
Additional Paid-in Capital | 1,167,779 | (1,047,169) | (1,218,907) | (475,527) | (19) |
Accumulated Deficit | (1,167,805) | 1,047,172 | 1,218,910 | 475,518 | |
Total Permanent Equity | 6 | 4 | (4) | ||
As Restated [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Private warrants liability | 1,980,000 | 475,200 | 415,800 | 1,009,800 | 1,405,800 |
Convertible promissory note, net – related party | 1,593,605 | 883,428 | 771,090 | 920,482 | |
Total Liabilities | 3,973,604 | 1,630,362 | 1,424,313 | 2,213,980 | 2,270,808 |
Common stock subject to possible redemption | 165,037,937 | 167,826,278 | 168,339,363 | 167,777,974 | 144,147,194 |
Common stock | 548 | 520 | 514 | 520 | 521 |
Additional Paid-in Capital | 6,611,441 | 3,823,128 | 3,310,049 | 3,871,432 | 5,002,211 |
Accumulated Deficit | (1,611,982) | 1,176,359 | 1,689,444 | 1,128,055 | (2,731) |
Total Permanent Equity | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operation - Amendment 1 [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Change in fair value of private warrants liability | |||||||
Change in fair value of Convertible promissory note, net – related party | |||||||
Interest Expense | |||||||
Total Other Income (Expense), net | 4,378 | 4,377 | 43,276 | 1,104,572 | 1,147,848 | 1,152,225 | 1,156,603 |
Net income (loss) | $ (573,364) | $ (341,347) | $ (182,003) | $ 654,736 | $ 472,733 | $ 131,386 | $ (441,978) |
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share) | $ (0.11) | $ (0.07) | $ (0.04) | $ (0.04) | $ (0.08) | $ (0.16) | $ (0.27) |
Adjustments [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Change in fair value of private warrants liability | $ (1,504,800) | $ (59,400) | $ 594,000 | $ 396,000 | $ 990,000 | $ 930,600 | $ (574,200) |
Change in fair value of Convertible promissory note, net – related party | (620,515) | (22,676) | 238,079 | 84,391 | 322,470 | 299,794 | (320,721) |
Interest Expense | (89,662) | (89,662) | (88,687) | (4,873) | (93,560) | (183,222) | (272,884) |
Total Other Income (Expense), net | (2,214,977) | (171,738) | 743,392 | 475,518 | 1,218,910 | 1,047,172 | (1,167,805) |
Net income (loss) | $ (2,214,977) | $ (171,738) | $ 743,392 | $ 475,518 | $ 1,218,910 | $ 1,047,172 | $ (1,167,805) |
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share) | $ (0.43) | $ (0.03) | $ 0.14 | $ 0.10 | $ 0.24 | $ 0.21 | $ (0.22) |
As Restated [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Change in fair value of private warrants liability | $ (1,504,800) | $ (59,400) | $ 594,000 | $ 396,000 | $ 990,000 | $ 930,600 | $ (574,200) |
Change in fair value of Convertible promissory note, net – related party | (620,515) | (22,676) | 238,079 | 84,391 | 322,470 | 299,794 | (320,721) |
Interest Expense | (89,662) | (89,662) | (88,687) | (4,873) | (93,560) | (183,222) | (272,884) |
Total Other Income (Expense), net | (2,210,599) | (167,361) | 786,668 | 1,580,090 | 2,366,758 | 2,199,397 | (11,202) |
Net income (loss) | $ (2,788,341) | $ (513,085) | $ 561,389 | $ 1,130,254 | $ 1,691,643 | $ 1,178,558 | $ (1,609,783) |
Basic and diluted net income (loss) per share, Common Stock (in Dollars per share) | $ (0.54) | $ (0.10) | $ 0.10 | $ 0.06 | $ 0.16 | $ 0.05 | $ (0.49) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of changes in permanent (Deficit) equity - Amendment 1 [Member] - USD ($) | 3 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
As Previously Reported [Member] | ||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of changes in permanent (Deficit) equity [Line Items] | ||||
Common stock | $ 522 | $ 517 | $ 513 | $ 511 |
Additional Paid-in Capital | 5,443,662 | 4,870,297 | 4,528,956 | 4,346,959 |
Accumulated Deficit | (444,177) | 129,187 | 470,534 | 652,537 |
Total Permanent Equity | 5,000,007 | 5,000,001 | 5,000,003 | 5,000,007 |
Adjustments [Member] | ||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of changes in permanent (Deficit) equity [Line Items] | ||||
Common stock | 26 | 3 | 1 | 9 |
Additional Paid-in Capital | 1,167,779 | (1,047,169) | (1,218,907) | (475,527) |
Accumulated Deficit | (1,167,805) | 1,047,172 | 1,218,910 | 475,518 |
Total Permanent Equity | 6 | 4 | ||
As Restated [Member] | ||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of changes in permanent (Deficit) equity [Line Items] | ||||
Common stock | 548 | 520 | 514 | 520 |
Additional Paid-in Capital | 6,611,441 | 3,823,128 | 3,310,049 | 3,871,432 |
Accumulated Deficit | (1,611,982) | 1,176,359 | 1,689,444 | 1,128,055 |
Total Permanent Equity | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of Statements of cash flows - Amendment 1 [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net income (loss) | $ 654,736 | $ 472,733 | $ 131,386 | $ (441,978) |
Change in fair value of private warrants liability | ||||
Adjustments [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net income (loss) | 475,518 | 1,218,910 | 1,047,172 | (1,167,805) |
Change in fair value of private warrants liability | (396,000) | (990,000) | (930,600) | 574,200 |
Change in fair value of Convertible promissory note, net – related party | (84,391) | (322,470) | (299,794) | 320,721 |
Interest Expense | 4,873 | 93,560 | 183,222 | 272,884 |
As Restated [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net income (loss) | 1,130,254 | 1,691,643 | 1,178,558 | (1,609,783) |
Change in fair value of private warrants liability | (396,000) | (990,000) | (930,600) | 574,200 |
Change in fair value of Convertible promissory note, net – related party | (84,391) | (322,470) | (299,794) | 320,721 |
Interest Expense | $ 4,873 | $ 93,560 | $ 183,222 | $ 272,884 |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - Amendment 2 [Member] - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 13, 2020 | |
As Previously Reported [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Common stock subject to possible redemption | $ 167,826,278 | $ 168,339,363 | $ 167,777,974 | $ 168,339,363 | $ 167,826,278 | $ 165,037,937 | $ 144,147,194 | |
Common stock | 520 | 514 | 520 | 514 | 520 | 548 | 521 | |
Additional paid-in capital | 3,823,128 | 3,310,049 | 3,871,432 | 3,310,049 | 3,823,128 | 6,611,441 | 5,002,212 | |
Accumulated deficit | 1,176,359 | 1,689,444 | 1,128,055 | 1,689,444 | 1,176,359 | (1,611,982) | (2,731) | |
Total Permanent (Deficit) Equity | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,007 | $ 5,000,001 | |
Number of shares subject to possible redemption (in Shares) | 16,692,005 | 16,745,577 | 16,691,744 | 16,745,577 | 16,692,005 | 16,414,428 | 14,414,719 | |
Balance Sheet as of December 31, 2020 (restated) | ||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | 16,745,577 | 16,694,628 | 16,664,719 | 16,684,442 | 16,708,896 | 16,704,070 | ||
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock (in Shares) | 5,146,923 | 5,197,872 | 4,785,228 | 4,991,550 | 5,043,719 | 5,083,127 | ||
Basic and diluted net loss per share, Non-redeemable common stock, Common Stock (in Dollars per share) | $ (0.10) | $ 0.10 | $ 0.06 | $ 0.16 | $ 0.05 | $ (0.49) | ||
Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended March 31, 2020 (restated) | ||||||||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability | $ 168,080,726 | |||||||
Common stock subject to possible redemption | (167,777,974) | |||||||
Change in value of common stock subject to redemption | $ 2,788,341 | $ 513,085 | $ (561,389) | 302,752 | ||||
Decretion for common stock subject to redemption amount | ||||||||
Interest income, net of withdrawals for Delaware franchise taxes paid | ||||||||
Accretion for common stock subject to redemption amount | ||||||||
Initial classification of common stock subject to possible redemption | 166,647,190 | $ 166,647,190 | $ 166,647,190 | $ 166,647,190 | ||||
Change in value of common stock subject to possible redemption | 1,130,784 | (1,609,253) | 1,179,088 | (1,609,253) | ||||
Restatement Adjustment [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Common stock subject to possible redemption | 5,640,201 | 5,100,801 | 5,611,341 | 5,100,801 | 5,640,201 | 8,401,211 | $ 5,852,806 | |
Common stock | (56) | (50) | (56) | (50) | (56) | (84) | (59) | |
Additional paid-in capital | (3,823,128) | (3,310,049) | (3,871,432) | (3,310,049) | (3,823,128) | (6,611,441) | (5,002,212) | |
Accumulated deficit | (1,817,017) | (1,790,702) | (1,739,853) | (1,790,702) | (1,817,017) | (1,789,686) | (850,535) | |
Total Permanent (Deficit) Equity | $ (5,640,201) | $ (5,100,801) | $ (5,611,341) | $ (5,100,801) | $ (5,640,201) | $ (8,401,211) | $ (5,852,806) | |
Number of shares subject to possible redemption (in Shares) | 557,995 | 504,423 | 558,256 | 504,423 | 557,995 | 835,572 | 581,281 | |
Balance Sheet as of December 31, 2020 (restated) | ||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | (16,745,577) | (16,694,628) | (16,664,719) | (16,684,442) | (16,708,896) | (16,704,070) | ||
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | $ (0.05) | $ (0.05) | $ (0.05) | $ (0.05) | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock (in Shares) | 16,745,577 | 16,694,628 | 8,607,052 | 12,650,840 | 14,025,715 | 14,695,930 | ||
Basic and diluted net loss per share, Non-redeemable common stock, Common Stock (in Dollars per share) | $ 0.08 | $ (0.07) | $ 0.02 | $ (0.06) | $ 0.01 | $ 0.41 | ||
Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended March 31, 2020 (restated) | ||||||||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability | $ (168,080,726) | |||||||
Common stock subject to possible redemption | 167,777,974 | |||||||
Change in value of common stock subject to redemption | (2,788,341) | $ (513,085) | $ 561,389 | (302,752) | ||||
Decretion for common stock subject to redemption amount | 27,331 | |||||||
Interest income, net of withdrawals for Delaware franchise taxes paid | (12) | (1,031,894) | ||||||
Accretion for common stock subject to redemption amount | (26,315) | (50,837) | (4,276,695) | |||||
Initial classification of common stock subject to possible redemption | (166,647,190) | $ (166,647,190) | $ (166,647,190) | $ (166,647,190) | ||||
Change in value of common stock subject to possible redemption | (1,130,784) | 1,609,253 | (1,179,088) | 1,609,253 | ||||
As Restated [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Common stock subject to possible redemption | 173,466,479 | 173,440,164 | 173,389,315 | 173,440,164 | 173,466,479 | 173,439,148 | $ 150,000,000 | |
Common stock | 464 | 464 | 464 | 464 | 464 | 464 | 462 | |
Additional paid-in capital | ||||||||
Accumulated deficit | (640,658) | (101,258) | (611,798) | (101,258) | (640,658) | (3,401,668) | (853,266) | |
Total Permanent (Deficit) Equity | $ (640,194) | $ (100,794) | $ (611,334) | $ (100,794) | $ (640,194) | $ (3,401,204) | $ (852,805) | |
Number of shares subject to possible redemption (in Shares) | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | 15,000,000 | |
Balance Sheet as of December 31, 2020 (restated) | ||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | ||||||||
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Common Stock (in Shares) | 21,892,500 | 21,892,500 | 13,392,280 | 17,642,390 | 19,069,434 | 19,779,057 | ||
Basic and diluted net loss per share, Non-redeemable common stock, Common Stock (in Dollars per share) | $ (0.02) | $ 0.03 | $ 0.08 | $ 0.10 | $ 0.06 | $ (0.08) | ||
Statement of Changes in Permanent (Deficit) Equity for the Three Months Ended March 31, 2020 (restated) | ||||||||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability | ||||||||
Common stock subject to possible redemption | ||||||||
Change in value of common stock subject to redemption | ||||||||
Decretion for common stock subject to redemption amount | $ 27,331 | |||||||
Interest income, net of withdrawals for Delaware franchise taxes paid | (12) | (1,031,894) | ||||||
Accretion for common stock subject to redemption amount | $ (26,315) | $ (50,837) | $ (4,276,695) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Shares subject to forfeiture | 562,500 | |
Diluted loss per share | 19,230,000 | |
Common stock shares | 19,230,000 | |
Federal depository insurance coverage limit (in Dollars) | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the consolidated balance sheet | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of common stock reflected in the consolidated balance sheet [Abstract] | |
Gross proceeds | $ 172,500,000 |
Less: | |
Common stock issuance costs | (4,419,274) |
Proceeds net of underwriting discounts, offering costs and warrant liability | 168,080,726 |
Plus: | |
Interest income, net of withdrawals for Delaware franchise taxes paid | 1,031,906 |
Accretion of carrying value to redemption value | 4,326,516 |
Common stock subject to possible redemption at December 31, 2020 | $ 173,439,148 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: Earnings allocable to Common stock subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ 1,100,578 | |
Less: interest available to be withdrawn for payment of taxes | (206,921) | |
Net income | $ 893,657 | |
Denominator: Weighted Average Common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | 16,704,070 | |
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | $ 0.05 | |
Numerator: Net Loss minus Net Earnings | ||
Net loss | $ (2,199) | $ (1,609,783) |
Less: Income attributable to Common stock subject to possible redemption | (893,657) | |
Non-redeemable net loss | $ (2,199) | $ (2,503,440) |
Denominator: Weighted Average Non-Redeemable Common Stock | ||
Basic and diluted weighted average shares outstanding, Common Stock (in Shares) | 3,750,000 | 5,083,127 |
Basic and diluted net loss per share, Common Stock (in Dollars per share) | $ 0 | $ (0.49) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - Common Stock [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: | ||
Allocation of net loss | $ (2,199) | $ (1,609,783) |
Basic and diluted weighted average stock outstanding | 3,750,000 | 19,779,057 |
Basic and diluted net loss per common share | $ (0.08) |
Public Offering (Details)
Public Offering (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Public Warrant [Member] | |
Public Offering (Details) [Line Items] | |
Common stock price per share | $ / shares | $ 11.50 |
Initial Public Offering [Member] | |
Public Offering (Details) [Line Items] | |
Sale of units | shares | 17,250,000 |
Over-Allotment Option [Member] | |
Public Offering (Details) [Line Items] | |
Sale of units | shares | 2,250,000 |
Price per share | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 14, 2020 | Dec. 31, 2020 | Feb. 13, 2020 | |
Private Placement (Details) [Line Items] | |||
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 8). | ||
Private Units [Member] | |||
Private Placement (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Warrant [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase of warrant | 150,000 | 1,500,000 | |
Private warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |
Sponsor [Member] | Private Units [Member] | |||
Private Placement (Details) [Line Items] | |||
Sale of stock | 200,000 | ||
Imperial purchased | 100,000 | ||
Sponsor [Member] | Warrant [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 | 12 Months Ended | ||||||
Feb. 14, 2020 | Aug. 31, 2019 | Dec. 31, 2020 | Mar. 26, 2020 | Mar. 09, 2020 | Feb. 29, 2020 | Feb. 10, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Shares purchased (in Shares) | 4,312,500 | |||||||
Aggregate price of common stock | $ 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. | |||||||
Advances related party | $ 796,119 | $ 164,753 | $ 631,366 | |||||
Working capital loans | $ 2,000,000 | |||||||
Convertible price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||
Principal amount | $ 1,000,000 | |||||||
Amonut issued included interest expense | $ 272,884 | |||||||
Principal of company owed | 1,593,605 | |||||||
Debt discount | 780,719 | |||||||
Accrued interest | 272,884 | |||||||
Outstanding promissory note | 691,057 | |||||||
Conversion feature of fair value | 812,886 | |||||||
Service fee | $ 110,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Office space rent | $ 10,000 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Principal amount | $ 1,000,000 | |||||||
Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Convertible price per unit (in Dollars per share) | $ 1 | $ 1 | ||||||
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 stock options - Stock Options [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 26, 2020 | Dec. 31, 2020 | ||
Related Party Transactions (Details) - Schedule of Black-Scholes valuation for stock options [Line Items] | |||
Expected volatility (%) | 15.00% | 15.00% | |
Risk-free interest rate (%) | 0.60% | 0.43% | |
Discount Rate (%) | 25.00% | 25.00% | |
Expected dividend yield (%) | 0.00% | 0.00% | |
Contractual term (years) | 321 days | 6 months | |
Conversion price (in Dollars per share) | [1] | ||
Underlying share price (in Dollars per share) | $ 8.97 | $ 10.13 | |
Convertible notes amount (in Dollars) | $ 1,000,000 | $ 1,000,000 | |
Fair value of the conversion feature (in Dollars) | $ 492,165 | $ 812,886 | |
[1] | the conversion price is $10.00 per unit and/or $1.00 per warrant |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of change in the fair value of conversion option | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of change in the fair value of conversion option [Abstract] | |
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 |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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% |
Series of Individually Immaterial Business Acquisitions [Member] | |
Commitments (Details) [Line Items] | |
Business combination, percentage | 5.00% |
Permanent (Deficit) Equity (Det
Permanent (Deficit) Equity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 10, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 70,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock shares issued | 4,642,500 | ||
Common stock, shares outstanding | 4,312,500 | ||
Common stock subject to possible redemption | 17,250,000 | ||
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 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. | ||
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 $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 440,083 | $ 2,199 |
Valuation allowance | $ 92,417 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforward | $ 92,417 | $ 462 |
Total deferred tax assets | 92,417 | 462 |
Valuation allowance | (92,417) | (462) |
Deferred tax assets |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | (462) | (91,955) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 462 | 91,955 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective reconciliation of the federal income tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of effective reconciliation of the federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Interest expense | (3.60%) | 0.00% |
Change in fair value of private warrants liability | (7.50%) | 0.00% |
Change in fair value of Convertible promissory note, net – related party | (4.20%) | 0.00% |
Meals | (0.10%) | 0.00% |
Valuation allowance | (5.60%) | (21.00%) |
Income tax provision | 0.00% | 21.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Feb. 13, 2020 |
Fair Value Measurements (Details) [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 812,886 | |
Private Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants price per share (in Dollars per share) | $ 0.71 | |
Aggregate value | $ 1,980,000 | $ 1,405,800 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2020USD ($) |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Marketable securities held in Trust Account | $ 173,656,603 |
Level 2 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Private warrants liability | 1,980,000 |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Convertible component of convertible promissory note | $ 812,886 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of private warrants | Feb. 13, 2020$ / shares |
Schedule of private warrants [Abstract] | |
Risk-free interest rate (%) | 1.45% |
Expected term (years) | 6 years |
Expected volatility (%) | 12.50% |
Exercise price (in Dollars per share) | $ 11.50 |
Fair value of Units | 10.07% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of derivative liabilities | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in fair value of derivative liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on February 13, 2020 | 492,165 |
Fair value as of December 31, 2020 | 812,886 |
Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of derivative liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on February 13, 2020 | 1,405,800 |
Initial measurement on March 26, 2020 | |
Changes in fair value | 574,200 |
Fair value as of December 31, 2020 | 1,980,000 |
Convertible Component [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of derivative liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on February 13, 2020 | |
Initial measurement on March 26, 2020 | 492,165 |
Changes in fair value | 320,721 |
Fair value as of December 31, 2020 | $ 812,886 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 26, 2021 | Oct. 01, 2021 | Sep. 09, 2021 | Oct. 20, 2021 | Sep. 20, 2021 | Aug. 26, 2021 | Jul. 30, 2021 | Jun. 18, 2021 | Jan. 29, 2021 | Dec. 31, 2020 | Mar. 26, 2020 | Feb. 11, 2020 | Dec. 31, 2019 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||
Convertible price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Merger consideration | The aggregate consideration to be paid at Closing to Shango’s stockholders, other than for Dissenting Shares, will be: (i) $31,000,000 in cash, (ii) the assumption of up to $9,000,000 of Shango’s liabilities and (iii) any shortfall between $9,000,000 and the amount of Shango liabilities actually assumed by Greenrose at Closing. Additionally, Greenrose agreed to commit up to $10,000,000 for use for certain capital expenditures, as described more fully in the Shango Merger Agreement. | |||||||||||||
Earnout payments, description | In addition to the Initial Consideration, and subject to Shango meeting certain target revenues in each of Greenrose’s 2021, 2022 and 2023 fiscal years, and having cash flow from operations of no less than $0, then, subject to Shango’s stockholders having delivered an Accredited Investor Certification, Greenrose may be required to issue to Shango’s stockholders up to such number of shares of Greenrose Common Stock equal to $65,000,000 in value, consisting of up to $20,000,000 in value of shares of Greenrose Common Stock for the 2021 fiscal year, up to $25,000,000 in value of shares of Greenrose Common Stock for the 2022 fiscal year and up to $20,000,000 in value of shares of Greenrose Common Stock for the 2023 fiscal year (collectively, the “Additional Consideration”), divided by the Parent Common Stock Price, which is calculated based upon the volume weighted average price per share of Greenrose Common Stock (rounded down to the nearest cent) on The Nasdaq Market, LLC (“Nasdaq”), or such other exchange on which Greenrose Common Stock is then listed or quoted on, for the ten (10) consecutive trading days ending on (and including) the last full trading day immediately prior to, as applicable, (1) the 2021 Milestone Payment Date, (2) the 2022 Milestone Payment Date, or (3) the 2023 Milestone Payment Date, as reported by the Wall Street Journal for each such trading day, or, if not reported by the Wall Street Journal, any other authoritative source mutually agreed by Greenrose and the Company. The Shango Merger Agreement provides that if any portion of the Additional Consideration is not fully earned in either 2021 or 2022, such portion of the Additional Consideration may be earned in subsequent years through 2023. Additionally, the Additional Consideration may be subject to acceleration as further set forth in the Shango Merger Agreement. | |||||||||||||
Escrow deposit | $ 3,000,000 | |||||||||||||
Representation breach claims | 11,500,000 | |||||||||||||
Representations and warranties | $ 25,000,000 | |||||||||||||
Merger consideration, description | The aggregate merger consideration (the “Theraplant Merger Consideration”) to be paid at Closing to the unit holders of Theraplant pursuant to the Theraplant Merger Agreement for all Company Units will be $100,000,000 in cash, subject to customary purchase price adjustments, and an indemnity escrow as described more fully in the Theraplant Merger Agreement. Additionally, $700,000 of the Theraplant Merger Consideration will be placed into dedicated accounts controlled by the Theraplant Seller Representative and the Theraplant Managing Members immediately prior to Closing, to provide a source of funds for those parties to use in administering any claims or disputes that arise post-Closing. | |||||||||||||
Cash | $ 309,849 | $ 24,970 | ||||||||||||
Asset purchase agreement, description | Under the Asset Purchase Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Asset Purchase Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Asset Purchase Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders; (ii) the absence of a Material Adverse Effect (as defined in the Asset Purchase Agreement) since the date of the Asset Purchase Agreement; (iii) after giving effect to the completion of the Redemption and any financings undertaken by the Company in connection with the Closing, the Company shall have net tangible assets of no less than $70,000,000; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Asset Purchase Agreement, in each case subject to the certain materiality standards contained in the Asset Purchase Agreement. | |||||||||||||
Merger consideration, description | The value of the aggregate merger consideration (the “Initial Consideration”) to be paid at closing to the holders of Futureworks ownership interests pursuant to the Futureworks Merger Agreement for all Company Interests will be: (i) $17,500,000 in cash, plus (ii) such number of shares of Greenrose Common Stock equal to $15,000,000 in value (the “Parent Common Stock”), calculated based upon the volume weighted average price per share of Parent Common Stock (rounded down to the nearest cent) on the OTCQX for the twenty (20) consecutive trading days ending on (and including) the last full trading day immediately prior to, (i) the Closing Date, (ii) March 31, 2022, or (iii) such date as Parent Common Stock Price is required to be paid or issued, as appliable (the “Parent Common Stock Price”), as reported by the Wall Street Journal for each such trading day, or, if not reported by the Wall Street Journal, any other authoritative source mutually agreed by Greenrose and the Company, provided that the Parent Common Stock Price for the shares of Parent Common Stock to be issued on the Closing Date shall be subject to a minimum price of $12.00 per share of Parent Common Stock and a maximum price of $15.00 per share of Parent Common Stock, subject to customary purchase price adjustments, and indemnity escrow, as described more fully in the Futureworks Merger Agreement. | |||||||||||||
Common stock, value | [1] | $ 464 | $ 431 | |||||||||||
Trust account | $ 569,250 | |||||||||||||
Percentage of common stock issued and outstanding | 10.00% | |||||||||||||
True harvest amendment, description | (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. | |||||||||||||
Common stock, par value | $ 10 | |||||||||||||
Aggregate amount | $ 50,000,000 | |||||||||||||
Percentage of transaction expenses | 50.00% | |||||||||||||
Agreement requires to pay | $ 32,500 | |||||||||||||
Short-form registration an aggregate price | 500,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||
Senior secured loan, description | 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. | |||||||||||||
Non-redemption agreement, description | (the “Investor”), a Cayman Islands exempt limited partnership and an affiliate of Yorkville Advisors Global, LP, entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”), pursuant to which the Investor has agreed to commit to purchase (collectively, the “Purchased Shares”) up to 1,000,000 shares common stock of the Company, $0.0001 par value per share, in open market transactions or in private transactions from the certain selling shareholders who are not affiliated with the Company, at a purchase price not to exceed $10.14 per share, or a combination of the foregoing. | |||||||||||||
Equity purchase agreement, description | On October 20, 2021, Greenrose and the Investor, entered into a Standby Equity Purchase Agreement (the “Equity Purchase Agreement”), whereby the Investor agreed to purchase from the Company up to $100 million of the Company’s shares of common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price per share of 96% multiplied by the lowest daily volume weighted average price of shares during regular trading hours as reported by Bloomberg L.P. of the Company’s common stock during the three (3) consecutive trading days commencing on the advance notice date. | |||||||||||||
Trust Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Trust account | $ 569,250 | |||||||||||||
Greenrose Associates LLC [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Principal amount | $ 100,000 | $ 180,000 | $ 65,000 | $ 450,000 | $ 300,000 | |||||||||
Percentage of common stock issued and outstanding | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||
Loan amount | $ 100,000 | $ 180,000 | $ 65,000 | $ 450,000 | $ 300,000 | |||||||||
Theraplant Merger Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Termination, description | The Futureworks Merger Agreement may be terminated under the following customary and limited circumstances at any time prior to the Closing: (i) upon the mutual written consent of Greenrose and Futureworks; (ii) by Greenrose or Futureworks if any Applicable Law or Order is enacted, promulgated or issued or deemed applicable to the Futureworks Merger by any Governmental Authority that would make consummation of the Futureworks Merger illegal; provided, however, that the violation of any Federal Cannabis Laws shall not be deemed to make consummation of the Futureworks Merger illegal; (iii) by Greenrose or Futureworks if the Effective Time has not occurred within 12 months from the date of the Futureworks Merger Agreement; or (iv) by Greenrose, on the one hand, or Futureworks, on the other hand, as a result of certain breaches by the counterparties to the Futureworks Merger Agreement that remain uncured after any applicable cure period; provided, in each case of (i)-(iv), that such termination right is not available to any party if such party is in breach of its representations, warranties, covenants, agreements or other obligations under the Futureworks Merger Agreement. | |||||||||||||
Theraplant Merger Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Escrow deposit | $ 100,000,000 | |||||||||||||
Stock Consideration (in Shares) | 5,000,000 | |||||||||||||
Common stock value per share (in Dollars per share) | $ 10 | |||||||||||||
Aggregate amount of Common stock | $ 50,000,000 | |||||||||||||
Merger agreement description | The Merger Agreement as amended provides that the Stock Consideration is subject to upward adjustment in the event a registration statement covering the resale of the Stock Consideration has not been declared effective 7 days after the Merger and the Parent Stock Price is less than $10.00 per share. In such circumstances, Greenrose has agreed to issue additional Parent Common Stock in such number of additional shares of Parent Common Stock, to be confirmed by the Theraplant Steering Committee, that, when multiplied by the Parent Common Stock Price (determined pursuant to the Merger Agreement) would increase the Stock Consideration to $50,000,000; provided that the number of shares of additional Common Stock Greenrose shall issue shall not exceed $5,000,000 in additional Parent Stock. Amendment No. 2 provides for a Deferred Cash Payment Amount in the amount of ten million dollars ($10,000,000) plus simple interest at the rate of nine percent (9%) per annum, payable in equal monthly installments during the first twelve months following the closing of the merger contemplated by the Merger Agreement. The Deferred Cash Payment Amount may, at the election of the Theraplant Steering Committee, be converted (in whole or in part and at any time or from time to time), into common stock of Greenrose at a price per share of $10.00, subject to adjustment. | |||||||||||||
Senior Secured Credit Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Initial term loan | $ 88,000,000 | |||||||||||||
Remaining amount | $ 17,000,000 | |||||||||||||
Loan mature description | The loans mature on November 26, 2024 and bear an interest rate of the LIBOR plus the applicable margin of 16% per annum provided that for the first 12 months after the Closing Date, 8.5% per annum may be payable-in-kind and thereafter 5% may be payable in kind. Interest shall be payable on the last business day of each quarter. | |||||||||||||
Interest rate | 16.00% | |||||||||||||
Lender Warrants [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.01 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrant per price (in Dollars per share) | $ 1 | |||||||||||||
Promissory Note [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||
loan amount | $ 1,000,000 | |||||||||||||
Purchase Consideration [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Earnout payments, description | In addition to the Initial Payment Amount, Buyer may be required to pay additional consideration to Seller (the “Earnout Payment”) of up to a maximum of $35,000,000 in cash (the “Maximum Earnout Amount”) contingent on the Business attaining, within thirty-six (36) months after the Closing Date, a certain price per pound (the “36 Month Price Point”) of cannabis flower (“flower”) as compared to total flower production, irrespective of the final form in which such flower is sold. The Earnout Payment, if any, shall be evidenced by a promissory note (the “Earnout Note”). The Earnout Note, which shall bear interest at an annual rate of 8% per annum, is payable in twenty-four (24) monthly installments after issuance and will be secured by the Purchased Assets. The 36 Month Price Point will be equal to the average of the Weighted Average Annual Price Points for the three (3) years following the Closing Date. The “Weighted Average Annual Price Point” equals revenue of the Business for the three (3) year period following the Closing Date divided by total weight of flower product produced and sold by Buyer (as listed in Biotrack or equivalent tracking system) during the three (3) year period following the Closing Date, provided, that in the event any flower product is lost or otherwise destroyed, then such lost or destroyed products shall not be included in the calculation of Weighted Average Annual Price Point. | |||||||||||||
Cash | $ 21,750,000 | |||||||||||||
Secured promissory note | $ 25,000,000 | |||||||||||||
Bearing interest rate | 8.00% | |||||||||||||
Seller’s debt | $ 3,250,000 | |||||||||||||
Earnout Payment [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Common stock, value | $ 10,000,000 | |||||||||||||
[1] | Share count at December 31, 2019 included up to 562,500 shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (see Note 5). |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable - Maximum Earnout Amount [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Percentage of Earnout | 0.00% |
Flower Production of 17,500 pounds/yr. | $ 2,199 |
Flower Production of >17,500 pounds/yr. | $ 2,199 |
Percentage of Earnout | 20.00% |
Percentage of Earnout | 50.00% |
Percentage of Earnout | 80.00% |
Percentage of Earnout | 100.00% |
Flower Production of 17,500 pounds/yr. | $ 3,000 |
Flower Production of >17,500 pounds/yr. | 2,800 |
Minimum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,200 |
Flower Production of >17,500 pounds/yr. | 2,200 |
Minimum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,400 |
Flower Production of >17,500 pounds/yr. | 2,200 |
Minimum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,700 |
Flower Production of >17,500 pounds/yr. | 2,500 |
Maximum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,399 |
Flower Production of >17,500 pounds/yr. | 2,199 |
Maximum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,699 |
Flower Production of >17,500 pounds/yr. | 2,499 |
Maximum [Member] | |
Subsequent Events (Details) - Schedule of percentage of maximum earnout amount payable [Line Items] | |
Flower Production of 17,500 pounds/yr. | 2,999 |
Flower Production of >17,500 pounds/yr. | $ 2,799 |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of merger agreement - Purchase Agreement [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Earnout | 0.00% |
Flower Production - average price | $ 2,199 |
Percentage of Earnout | 20.00% |
Percentage of Earnout | 50.00% |
Percentage of Earnout | 80.00% |
Percentage of Earnout | 100.00% |
Flower Production - average price | $ 2,800 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | 2,200 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | 2,200 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | 2,500 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | 2,199 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | 2,499 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Flower Production - average price | $ 2,799 |