PureCycle (ROCH) 10-K 9 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 08, 2021	Jun. 30, 2020
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Roth CH Acquisition I Co
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity ExTransistion Period	false
Entity Shell Company	true
Entity Public Float			$ 98,493,750
Entity Common Stock, Shares Outstanding		9,828,000
Entity Central Index Key	0001796303
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Stock
Title of 12(b) Security	Common Stock
Trading Symbol	ROCH
Security Exchange Name	NYSE
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ROCHW
Security Exchange Name	NYSE
Units
Title of 12(b) Security	Units
Trading Symbol	ROCHU
Security Exchange Name	NYSE

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)		Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash		$ 200,580	$ 194,970
Prepaid expenses		106,439	0
Total Current Assets		307,019	194,970
Deferred offering costs		0	85,938
Marketable securities held in Trust Account		76,535,131	0
TOTAL ASSETS		76,842,150	280,908
Current liabilities
Accounts payable and accrued expenses		727,110	1,564
Accrued offering costs		0	55,938
Promissory note - related party		0	200,000
Total Current Liabilities		727,110	257,502
Deferred underwriting fee payable		2,677,500	0
TOTAL LIABILITIES		3,404,610	257,502
Commitments
Common stock subject to possible redemption, 6,843,753 shares at redemption value at December 31, 2020		68,437,530	0
Stockholders' Equity
Common stock, $0.0001 par value; 50,000,000 shares authorized; 2,984,247 and 2,156,250 shares issued and outstanding (excluding 6,843,753 and no shares subject to possible redemption) as of December 31, 2020 and 2019, respectively	[1]	298	216
Additional paid-in capital		6,063,859	24,784
Accumulated deficit		(1,064,147)	(1,594)
Total Stockholders' Equity		5,000,010	23,406
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$ 76,842,150	$ 280,908
[1]	Included an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters at December 31, 2019 (see Note 5).

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	11 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	2,156,250	2,984,247
Common stock, shares outstanding	2,156,250	2,984,247
Common stock subject to possible redemption (in shares)	0	6,843,753
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters	281,250

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)		11 Months Ended	12 Months Ended
		Dec. 31, 2019	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS
Operating and formation costs		$ 1,594	$ 1,097,684
Loss from operations		(1,594)	(1,097,684)
Other income:
Interest earned on marketable securities held in Trust Account		0	35,131
Net loss		$ (1,594)	$ (1,062,553)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		0	6,925,798
Basic and diluted net loss per share, Common stock subject to possible redemption		$ 0	$ 0
Basic and diluted weighted average shares outstanding, Common stock (in shares)	[1]	1,875,000	2,533,092
Basic and diluted net loss per share, Common stock (in dollars per share)		$ 0	$ (0.42)
[1]	Excludes an aggregate of 281,250 shares subject to forfeiture at December 31, 2019 (see Note 5).

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	11 Months Ended
	Dec. 31, 2019shares
CONSOLIDATED STATEMENTS OF OPERATIONS
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters	281,250

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Feb. 12, 2019		$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 12, 2019		0
Issuance of common stock to Initial Stockholders	[1]	$ 216	24,784		25,000
Issuance of common stock to Initial Stockholders (In shares)	[1]	2,156,250
Net loss		$ 0	0	(1,594)	(1,594)
Ending balance at Dec. 31, 2019		$ 216	24,784	(1,594)	23,406
Ending balance (in shares) at Dec. 31, 2019		2,156,250
Sale of 7,650,000 Units, net of underwriting discount and offering expenses		$ 765	71,820,922	0	$ 71,821,687
Sale of 7,650,000 Units, net of underwriting discount and offering expenses (in shares)		7,650,000			7,650,000
Sale of 265,500 Private Units		$ 26	2,654,974	0	$ 2,655,000
Sale of 265,500 Private Units (in shares)		265,500			265,500
Forfeiture of Founder Shares		$ (24)	24	0	$ 0
Forfeiture of Founder Shares (in shares)		(243,750)
Common stock subject to possible redemption		$ (685)	(68,436,845)	0	(68,437,530)
Common stock subject to possible redemption (in shares)		(6,843,753)
Net loss		$ 0	0	(1,062,553)	(1,062,553)
Ending balance at Dec. 31, 2020		$ 298	$ 6,063,859	$ (1,064,147)	$ 5,000,010
Ending balance (in shares) at Dec. 31, 2020		2,984,247
[1]	Included an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters at December 31, 2019 (see Note 5).

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters	281,250
Units Issued During Period, Shares, New Issues		7,650,000
Private Units Issued During Period, Shares, New Issues		265,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (1,594)	$ (1,062,553)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	0	(35,131)
Changes in operating assets and liabilities:
Prepaid expenses	0	(106,439)
Accounts payable and accrued expenses	1,564	725,546
Net cash used in operating activities	(30)	(478,577)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(76,500,000)
Net cash used in investing activities	0	(76,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Initial Stockholders	25,000	0
Proceeds from sale of Units, net of underwriting discounts paid	0	74,970,000
Proceeds from sale of Private Units	0	2,655,000
Proceeds from promissory note - related party	200,000	0
Repayment of promissory note - related party	0	(200,000)
Payment of offering costs	(30,000)	(440,813)
Net cash provided by financing activities	195,000	76,984,187
Net Change in Cash	194,970	5,610
Cash - Beginning of period		194,970
Cash - End of period	194,970	200,580
Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption	0	69,499,560
Change in value of common stock subject to possible redemption	0	(1,062,030)
Deferred underwriting fee payable	0	2,677,500
Offering costs included in accrued offering costs	$ 55,938	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roth CH Acquisition I Co. (the “Company”) was incorporated in Delaware on February 13, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has one subsidiary, Roth CH Acquisition I Co. Parent Corp., a wholly-owned direct subsidiary of the Company incorporated in Delaware on October 16, 2020 (“ParentCo”) and both Roth CH Merger Sub LLC, a Delaware limited liability (“Merger Sub LLC”) and Roth CH Merger Sub Corp., a Delaware corporation (“Merger Sub Corp”) are wholly-owned direct subsidiaries of ParentCo incorporated on October 16, 2020. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 13, 2019 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of PureCycle Technologies LLC, a Delaware limited liability company (“PCT”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2020. On May 7, 2020, the Company consummated the Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $75,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 262,500 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to our initial stockholders, generating gross proceeds of $2,625,000, which is described in Note 4. Following the closing of the Initial Public Offering on May 7, 2020, an amount of $75,000,000 ($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 Units was placed in a trust account (“Trust Account”) which will be invested only 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 and (ii) the distribution of the Trust Account, as described below. On May 26, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 150,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $1,500,000. In addition, in connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 3,000 Private Units at a purchase price of $10.00 per Private Unit, generating gross proceeds of $30,000. Following such closing, an additional $1,500,000 was deposited into the Trust Account, resulting in $76,500,000 being held in the Trust Account. Transaction costs amounted to $4,678,313, consisting of $1,530,000 of underwriting fees, $2,677,500 of deferred underwriting fees and $470,813 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 Units, 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 the deferred underwriting commissions and 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 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 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its 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 containing substantially the same information as would be included in a proxy statement 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 holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem 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 Initial transaction or don’t vote at all. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) 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 November 7, 2021 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 five 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 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 to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a vendor 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, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Initial Stockholders 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. Liquidity As of December 31, 2020, the Company had $200,580 in its operating bank accounts, $76,535,131 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $263,641, which excludes franchise taxes payable of $156,450, of which such amount will be paid from interest earned on the Trust Account. As of December 31, 2020, approximately $35,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. On November 2, 2020 and February 22, 2021, (see Note 9), the Sponsor committed to provide the Company an aggregate of $850,000 in loans in order to finance transaction costs in connection with a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or November 7, 2021, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). 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 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 primarily invest in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any of the interest earned on the Trust Account. C ommon Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. Net Income (Loss) Per Common Share 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 281,250 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,936,265 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. 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): For the Period from February 13, 2019 (Inception) For the year ended through December 31, December 31, 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 $ 35,131 $ — Less: interest available to be withdrawn for payment of taxes (35,131) Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 6,925,768 — Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,062,553) $ (1,594) Net income allocable to Common stock subject to possible redemption — — Non-Redeemable Net Loss $ (1,062,553) $ (1,594) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 2,533,092 1,875,000 Basic and diluted net loss per share $ (0.42) $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,650,000 Units, at a price of $10.00 per Unit, inclusive of 150,000 Units sold to the underwriters on May 26, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and three-quarters of one redeemable warrant (“Public Warrant”).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Initial Stockholders purchased an aggregate of 262,500 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,625,000. On May 26, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 3,000 Private Units to the Initial Stockholders, generating gross proceeds of $30,000. Each Private Unit consists of one share of common stock (“Private Share”) and three-quarters of one redeemable warrant (“Private Warrant”). Each whole Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share (every four units entitles the holder thereof to receive three whole warrants), subject to adjustment (see Note 7). The proceeds from the Private Units 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In April 2019, the Initial Stockholders purchased an aggregate of 100 shares of the Company’s common stock for an aggregate price of $25,000. On November 12, 2019, the Company effected a 1 for 21,562.50 dividend in the nature of a stock split that resulted in there being an aggregate of 2,156,250 shares of common stock outstanding and being held by the Initial Stockholders (the “Founder Shares”). All share and per-share amounts have been retroactively restated to reflect the stock dividend. The 2,156,250 Founder Shares included an aggregate of up to 281,250 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option and forfeit the balance of their option, 243,750 Founder Shares were forfeited and 37,500 Founder Shares are no longer subject to forfeiture. As a result, as of May 26, 2020, there are 1,912,500 Founder Shares issued and outstanding. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 4, 2019, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. As of December 31, 2019, there was $200,000 outstanding under the Promissory Note. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (ii) the date on which the Company determines not to proceed with the Initial Public Offering. Borrowings outstanding under the Promissory Note of $200,000 were repaid upon the consummation of the Initial Public Offering on May 7, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, 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 be repaid upon consummation of a Business Combination, without interest.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2020
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on May 4, 2020, the holders of the Founder Shares, as well as the holders of the Private Units (and underlying securities) and any securities issued to the Initial Stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to Company are entitled to registration rights. The holders of a 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 Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45‑day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 26, 2020, the underwriters elected to partially exercise their over-allotment option to purchase an additional 150,000 Units at a purchase price of $10.00 Unit. The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $1,530,000. In addition, the underwriters are entitled to a deferred fee of 3.50% of the gross proceeds of the Initial Offering, or $2,677,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Investor Relations Agreement On February 27, 2020, the Company entered into an investor relations agreement, pursuant to which, in exchange for investor relations services, the Company will pay the service provider a one-time fee of $10,000. Upon the closing of a Business Combination, the Company will pay the service provider a fee of $50,000 and following the Business Combination, the Company will pay a fee of $10,000 per month for a period of nine months. As of December 31, 2020, the Company has paid $10,000 of such fees. Merger Agreement On November 16, 2020, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among, the Company, ParentCo, Merger Sub LLC, Merger Sub Corp and PCT, pursuant to which the Company will acquire PCT for consideration of a combination of shares in ParentCo and assumption of indebtedness. Pursuant to the Merger Agreement, (i) Merger Sub Corp will merge with and into the Company (the “RH Merger”), with the Company surviving the RH Merger as a wholly owned subsidiary of ParentCo (the “ROCH Surviving Company”); (ii) simultaneously with the RH Merger, Merger Sub LLC will merge with and into PCT (the “PCT Merger”), with PCT surviving the PCT Merger as a wholly-owned subsidiary of ParentCo (the “PCT Surviving Company”); and (iii) following the PCT Merger, ParentCo will contribute to the PCT Surviving Company the proceeds of the PIPE Placement (as defined in the Merger Agreement). ROCH Surviving Company will acquire, and ParentCo will contribute to ROCH Surviving Company (the “ParentCo Contribution”) all units of the PCT Surviving Company directly held by ParentCo after the PCT Merger, such that, following the ParentCo Contribution, the PCT Surviving Company will be a wholly-owned subsidiary of the ROCH Surviving Company (together with the RH Merger, the PCT Merger and the other transactions related thereto, the “Proposed Transactions”). The aggregate consideration payable to the PCT Securityholders for the Proposed Transactions (the “PCT Merger Consideration“) consists of ParentCo Common Shares (as defined in the Merger Agreement) issued on the closing date (the “Share Consideration”), up to 4,000,000 additional ParentCo Common Shares upon the achievement of certain targets (the “Earnout Shares“) and the assumption of all indebtedness related to (a) the Limited Offering Memorandum, dated September 23, 2020 (in connection with the bond offering by Southern Ohio Port Authority to PureCycle: Ohio LLC) and (b) the convertible senior notes and certain other indebtedness used to fund the construction of an industrial process facility in Ironton, Ohio (collectively, the “Construction Indebtedness”) of PCT as of the closing date (the “Assumed Indebtedness”). The Proposed Transactions will be consummated subject customary representations and warranties, covenants, closing conditions and other deliverables and provisions as further described in the Merger Agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020 and 2019, there were 2,984,247 and 2,156,250 shares of common stock issued and outstanding, excluding 6,843,753 and no shares of common stock subject to possible redemption, respectively. Warrants — The Company will not issue fractional warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to 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 at the time of redemption and for the entire 30‑day trading period referred to above and continuing each day thereafter until the date of redemption. 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. 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 a Business Combination at an issue price or effective issue price of less than $9.20 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 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described previously, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. 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. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Proposed 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 saleable 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.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2020
INCOME TAX
INCOME TAX	NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets Net operating loss carryforward $ 81,301 $ 335 Total deferred tax assets 81,301 335 Valuation Allowance (81,301) (335) Deferred tax assets, net valuation allowance $ — $ — The income tax provision consists of the following: For the period from February 13, 2019 (Inception) Through December 31, December 31, 2020 2019 Federal Current $ — $ — Deferred (80,966) (335) State and Local Current — — Deferred — — Change in valuation allowance 80,966 335 Income tax provision $ — $ — As of December 31, 2020 and 2019, the Company had $387,146 and $1,594, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income and will carry forward indefinitely. 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 $80,966. For the period from February 13, 2019 (inception) through December 31, 2019 , the change in the valuation allowance was $335. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (13.4) % 0.0 % Valuation allowance (7.6) % (21.0) % Income tax provision 0.0 % 0.0 % 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 since inception remain open and subject to examination. The Company considers California to be a significant state tax jurisdiction.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On February 22, 2021, the Sponsor committed to provide us an aggregate of $750,000 in loans in order to finance transaction costs in connection with a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated 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.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.
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)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 primarily invest in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any of the interest earned on the Trust Account.
Common Stock Subject to Possible Redemption	C ommon Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share 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 281,250 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,936,265 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. 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): For the Period from February 13, 2019 (Inception) For the year ended through December 31, December 31, 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 $ 35,131 $ — Less: interest available to be withdrawn for payment of taxes (35,131) Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 6,925,768 — Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,062,553) $ (1,594) Net income allocable to Common stock subject to possible redemption — — Non-Redeemable Net Loss $ (1,062,553) $ (1,594) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 2,533,092 1,875,000 Basic and diluted net loss per share $ (0.42) $ —
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.
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 consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of computation of basic and diluted loss per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from February 13, 2019 (Inception) For the year ended through December 31, December 31, 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 $ 35,131 $ — Less: interest available to be withdrawn for payment of taxes (35,131) Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 6,925,768 — Basic and diluted net income per share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (1,062,553) $ (1,594) Net income allocable to Common stock subject to possible redemption — — Non-Redeemable Net Loss $ (1,062,553) $ (1,594) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 2,533,092 1,875,000 Basic and diluted net loss per share $ (0.42) $ —

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2020
INCOME TAX
Schedule of Company's net deferred tax assets	December 31, 2020 2019 Deferred tax assets Net operating loss carryforward $ 81,301 $ 335 Total deferred tax assets 81,301 335 Valuation Allowance (81,301) (335) Deferred tax assets, net valuation allowance $ — $ —
Schedule of income tax provision	For the period from February 13, 2019 (Inception) Through December 31, December 31, 2020 2019 Federal Current $ — $ — Deferred (80,966) (335) State and Local Current — — Deferred — — Change in valuation allowance 80,966 335 Income tax provision $ — $ —
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate (benefit)	December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (13.4) % 0.0 % Valuation allowance (7.6) % (21.0) % Income tax provision 0.0 % 0.0 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		May 26, 2020	May 07, 2020	Dec. 31, 2019	Dec. 31, 2020	Feb. 21, 2021
Number of common stock issued		150,000
Issue price		$ 10
Gross proceeds from issuance of shares	[1]			$ 25,000
Amount deposited in trust account.		$ 1,500,000			$ 35,000
Total balance in trust account		$ 76,500,000
Transaction costs					4,678,313
underwriting fees					1,530,000
Deferred underwriting fees					2,677,500
Other offering costs					470,813
Minimum net tangible assets upon consummation of the Business Combination					$ 5,000,001
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account					80.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Operating bank accounts					$ 200,580
Marketable securities held in Trust account					76,535,131
Working capital					263,641
Franchise taxes payable					156,450
Interest income				$ 0	$ 35,131
Sponsor | Subsequent Events
Loan from Sponsor						$ 850,000
IPO
Number of common stock issued		7,650,000	7,500,000		262,500
Issue price		$ 10	$ 10
Gross proceeds from issuance of shares		$ 2,625,000	$ 75,000,000
Number of warrants issued					262,500
Price per warrant					$ 10
Exercise price of warrants					$ 2,625,000
Proceeds From Sale Of Units			$ 75,000,000
Share Price			$ 10		$ 10
Private placement
Number of common stock issued		3,000
Gross proceeds from issuance of shares		$ 30,000
Proceeds From Sale Of Units		$ 30,000
Share Price		$ 10
Over allotment option
Number of common stock issued		150,000
Proceeds From Sale Of Units		$ 1,500,000
Share Price		$ 10
[1]	Included an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters at December 31, 2019 (see Note 5).

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters	281,250
Federal depository insurance coverage amount		$ 250,000
Warrants to purchase common stock excluded from computation of diluted loss per share		5,936,265

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Income (loss) Per Common Share (Details) - USD ($)		11 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		$ 0	$ 35,131
Less: interest available to be withdrawn for payment of taxes			(35,131)
Net income		$ 0	$ 0
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding (in shares)		0	6,925,768
Basic and diluted net income per share (in dollars per share)		$ 0	$ 0
Numerator: Net Loss minus Net Earnings
Net loss		$ (1,594)	$ (1,062,553)
Net income allocable to Common stock subject to possible redemption		0	0
Non-Redeemable Net Loss		$ (1,594)	$ (1,062,553)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in shares)	[1]	1,875,000	2,533,092
Basic and diluted net loss per share (in dollars per share)		$ 0	$ (0.42)
[1]	Excludes an aggregate of 281,250 shares subject to forfeiture at December 31, 2019 (see Note 5).

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	May 26, 2020	May 07, 2020	Dec. 31, 2020
Class of Stock [Line Items]
Number of common stock issued	150,000
Unit price	$ 10
Number of redeemable warrants per each unit	1
IPO
Class of Stock [Line Items]
Number of common stock issued	7,650,000	7,500,000	262,500
Unit price	$ 10	$ 10
Number of shares per each unit	1
Number of redeemable warrants per each unit	1
Over allotment option
Class of Stock [Line Items]
Number of common stock issued	150,000
Number of shares per each unit	1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		May 26, 2020	May 07, 2020	Dec. 31, 2019	Dec. 31, 2020
Class of Stock [Line Items]
Number of common stock issued		150,000
Gross proceeds from issuance of shares	[1]			$ 25,000
Number of redeemable warrants per each unit		1
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters				281,250
Private placement
Class of Stock [Line Items]
Number of common stock issued		3,000
Share price		$ 10
Gross proceeds from issuance of shares		$ 30,000
IPO
Class of Stock [Line Items]
Number of common stock issued		7,650,000	7,500,000		262,500
Share price			$ 10		$ 10
Gross proceeds from issuance of shares		$ 2,625,000	$ 75,000,000
Number of shares per each unit		1
Number of redeemable warrants per each unit		1
Over allotment option
Class of Stock [Line Items]
Number of common stock issued		150,000
Share price		$ 10
Number of shares per each unit		1
Exercise price of shares per each public warrant		$ 11.50
Number of units entitled for warrants		1
Number of shares per each public right		3
[1]	Included an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters at December 31, 2019 (see Note 5).

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	May 26, 2020	Apr. 30, 2019	Dec. 31, 2019	Dec. 31, 2020
Related Party Transaction [Line Items]
Number of common stock issued	150,000
Proceeds from issuance of common stock to Initial Stockholders		$ 25,000	$ 25,000	$ 0
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters			281,250
Percentage of issued and outstanding shares after the Initial Public Offering held by the initial stockholders		20.00%
Number of shares subject to forfeiture if the over allotment option exercised by underwriters	37,500
Founder Shares
Related Party Transaction [Line Items]
Number of common stock issued	1,912,500	100
Stock dividend		21,562.50
Number of shares held by the initial stockholders		2,156,250
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters	243,750
Number of shares subject to forfeiture if the over allotment option exercised by underwriters		281,250
Percentage of transfer of founder shares based on certain exceptions				50.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Percentage of transfer of remaining founder shares based on certain exceptions				50.00%

RELATED PARTY TRANSACTIONS - Pr

RELATED PARTY TRANSACTIONS - Promissory Note (Details) - USD ($)	May 07, 2020	Dec. 31, 2019	Dec. 31, 2020	Oct. 04, 2019
Related Party Transaction [Line Items]
Promissory note - related party		$ 200,000	$ 0
Repayment of borrowings - Related party		0	$ 200,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Promissory note - related party		$ 200,000
Repayment of borrowings - Related party	$ 200,000
Maximum amounts of transaction				$ 200,000

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	May 26, 2020	Feb. 27, 2020	Dec. 31, 2020
COMMITMENTS
Number of days granted to underwriters to cover over allotment			45 days
Number of units granted to underwriters			1,125,000
Number of common stock issued	150,000
Issue price	$ 10
Cash underwriting discount as a percent of gross offering proceeds			2.00%
Amount of underwriting discount			$ 1,530,000
Deferred Fee as a percent of gross offering proceeds			3.50%
Deferred underwriting fees			$ 2,677,500
Deferred underwriting fees, if over allotment option exercised fully		$ 10,000
One time fees to service provider		50,000
Service provider fee upon the closing of business combination		$ 10,000
Service provider fee per month			10,000
Amount of fees paid to service provider			$ 4,000,000

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - $ / shares	1 Months Ended	11 Months Ended	12 Months Ended
	Apr. 30, 2019	Dec. 31, 2019	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		2,156,250	2,984,247
Common stock, shares outstanding		2,156,250	2,984,247
Temporary Equity, Shares Outstanding		0	6,843,753
Number of shares subject to forfeiture if the over allotment option not exercised by underwriters		281,250
Percentage of issued and outstanding shares after the Initial Public Offering held by the initial stockholders	20.00%
Warrants exercisable term from the closing of the public offering			12 months
Number of days of which warrants will not be effective from the date of business combination			120 days
Warrants expiration term			5 years
Threshold trading days determining volume weighted average price			20 days
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
STOCKHOLDERS' EQUITY
Redemption price per warrant			$ 0.01
Minimum threshold written notice period for redemption of public warrants			30 days
Stock price trigger for redemption of public warrants (in dollars per share)			$ 18
Closing price of share for threshold trading days			20 days
Closing price of share for threshold consecutive trading days			30 days
Class Of Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price			180.00%
Warrants
STOCKHOLDERS' EQUITY
Threshold issue price per share			$ 9.20
Percentage of gross proceeds on total equity proceeds			60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)			115.00%

INCOME TAX - Net deferred tax a

INCOME TAX - Net deferred tax assets (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carryforward	$ 81,301	$ 335
Total deferred tax assets	81,301	335
Valuation Allowance	(81,301)	(335)
Deferred tax assets, net valuation allowance	$ 0	$ 0

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Federal
Current	$ 0	$ 0
Deferred	(335)	(80,966)
State and Local
Current	0	0
Deferred	0	0
Change in valuation allowance	335	80,966
Income tax provision	0	0
Operating loss carryovers	$ 1,594	$ 387,146

INCOME TAX - Effective tax rate

INCOME TAX - Effective tax rate Reconciliation (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
INCOME TAX
Statutory federal income tax rate	21.00%	21.00%
Business combination expenses	0.00%	(13.40%)
Valuation allowance	(21.00%)	(7.60%)
Income tax provision	0.00%	0.00%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Feb. 22, 2021USD ($)
Sponsor | Subsequent Events
Subsequent Event [Line Items]
Aggregate loan amount agreed	$ 750,000