PTK Acquisition 10-K 1 Apr 21 2020 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 30, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Transition Report	false
Document Annual Report	true
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Entity Registrant Name	PTK Acquisition Corp.
Entity Central Index Key	0001797099
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	CA
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,375,000
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 0
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, and one warrant to acquire one-half of one share of Common Stock, par value $0.0001
Trading Symbol	PTK.U
Security Exchange Name	NYSE
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	PTK
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	PTK WS
Security Exchange Name	NYSE

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 333,181	$ 180,975
Prepaid expenses	64,254
Total current assets	397,435	180,975
Investments held in Trust Account	115,006,035
Deferred offering costs associated with the initial public offering		246,879
Total assets	115,403,470	427,854
Current liabilities:
Accounts payable	399,863	103,489
Accrued expenses	115,976
Accrued expenses - related party	53,677
Note payable - related party		300,000
Franchise tax payable	108,803	2,202
Total current liabilities	678,319	405,691
Deferred underwriting commissions	4,025,000
Total liabilities	4,703,319	405,691
Commitments and Contingencies
Common stock, $0.0001 par value; 10,570,015 and -0- shares subject to possible redemption at $10.00 per share at December 31, 2020 and 2019, respectively	105,700,150
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,804,985 and 2,875,000 shares issued and outstanding (excluding 10,570,015 and -0- shares subject to possible redemption) at December 31, 2020 and 2019, respectively	381	288
Additional paid-in capital	5,726,973	24,712
Accumulated deficit	(727,353)	(2,837)
Total stockholders' equity	5,000,001	22,163
Total liabilities and stockholders' equity	$ 115,403,470	$ 427,854

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	3,804,985	2,875,000
Common Stock, Shares, Outstanding	3,804,985	2,875,000
Temporary Equity, Shares Outstanding	10,570,015
Common Stock [Member]
Common Stock, Shares, Outstanding	3,804,985	2,875,000
Temporary Equity, Par Value	$ 0.0001	$ 0.0001
Temporary Equity, Shares Outstanding	10,570,015	0
Temporary Equity, Redemption Price Per Share	$ 10	$ 10

Statements of Operations

Statements of Operations - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Operating Expenses [Abstract]
General and administrative expenses	$ 635	$ 568,151
Administrative fees—related party		55,000
Franchise tax expense	2,202	107,400
Loss from operations	(2,837)	(730,551)
Net gain from investments held in Trust Account		6,035
Net loss	$ (2,837)	(724,516)
Common Stock Subject to Mandatory Redemption [Member]
Operating Expenses [Abstract]
Net gain from investments held in Trust Account		$ 5,546
Weighted average shares outstanding, basic and diluted		10,616,459
Non Redeemable Common Stock [Member]
Operating Expenses [Abstract]
Weighted average shares outstanding, basic and diluted	2,500,000	3,084,568
Basic and diluted net loss per share	$ 0	$ (0.23)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Aug. 18, 2019	$ 0	$ 0	$ 0	$ 0
Net income attributable to common stock subject to possible redemption	(2,837)			(2,837)
Issuance Of Common Stock Shares To Sponsor		2,875,000
Issuance Of Common Stock Value To Sponsor	25,000	$ 288	24,712
Ending balance at Dec. 31, 2019	$ 22,163	$ 288	24,712	(2,837)
Ending balance (in shares) at Dec. 31, 2019	2,875,000	2,875,000
Sale of units in initial public offering, gross	$ 115,000,000	$ 1,150	114,998,850
Sale of units in initial public offering, gross, Shares		11,500,000
Offering costs	(7,297,496)		(7,297,496)
Sale of private placement warrants to Sponsor in private placement	3,400,000		3,400,000
Initial value of common stock subject to possible redemption	(106,309,370)	$ (1,063)	(106,308,307)
Initial value of common stock subject to possible redemption, Shares		(10,630,937)
Change in value of common stock subject to possible redemption	609,220	$ 6	609,214
Change in value of common stock subject to possible redemption, Shares		60,922
Conversion of note payable into warrants	300,000		300,000
Net income attributable to common stock subject to possible redemption	(724,516)			(724,516)
Ending balance at Dec. 31, 2020	$ 5,000,001	$ 381	$ 5,726,973	$ (727,353)
Ending balance (in shares) at Dec. 31, 2020	3,804,985	3,804,985

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	$ (2,837)	$ (724,516)
Net gain from investments held in Trust Account		(6,035)
Changes in operating assets and liabilities:
Prepaid expenses		(64,254)
Accounts payable	610	255,682
Accrued expenses		30,976
Accrued expenses - related party		53,677
Franchise tax payable	2,202	106,601
Net cash used in operating activities	(25)	(347,869)
Cash Flows from Investing Activities
Investment held in Trust Account		(115,000,000)
Net cash used in investing activities		(115,000,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering		115,000,000
Proceeds received from private placement		3,400,000
Proceeds received from related party	300,000
Proceeds from issuance of ordinary shares to initial shareholders	25,000
Offering costs paid	(144,000)	(2,899,925)
Net cash used in financing activities	181,000	115,500,075
Net change in cash	180,975	152,206
Cash - beginning of the period		180,975
Cash - end of the period	180,975	333,181
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$ 102,879	65,870
Offering costs included in accrued expenses		85,000
Deferred underwriting commissions in connection with the initial public offering		4,025,000
Conversion of note payable into warrants		300,000
Initial value of common stock subject to possible redemption		106,309,370
Change in value of common stock subject to possible redemption		$ (609,220)

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General PTK Acquisition Corp. (the “Company”) was incorporated in Delaware on August 19, 2019. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 19, 2019 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Financing The Company’s sponsor is PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on July 13, 2020. On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units, the “Public Shares”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 Initial Business Combination 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 Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of signing the agreement to enter into the initial Business Combination. However, 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its holders (the “Public Stockholders”) of its common stock, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), 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 (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the consummation of a Business Combination, including interest (which interest shall be net of taxes payable). The per-share Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors agreed not to propose any amendment to the Company’s Amended and Restated Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”) or (2) which adversely affects the rights of holders of the Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. 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 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation 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 holders of common stock and the Company’s board of directors, dissolve and liquidate, subject (in the 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. The Company will pay the costs of any liquidation following the redemptions from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses. The Sponsor and the Company’s officers and directors agreed to waive their liquidation rights with respect to any Insider Shares they hold if the Company fails to complete a Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the Company fails to complete a Business Combination within the Combination Period). The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the allotted time frame and, in such event, such amounts will be included with the 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account, or less than such amount in certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) 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. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (excluding its independent registered public accounting firm), prospective target businesses and 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 any monies held in the Trust Account for the benefit of the Public Stockholders. Liquidity, Capital Resources and Going Concern As of December 31, 2020, the Company had approximately $333,000 in its operating bank accounts and working capital deficit of approximately $172,000 (not taken into account tax obligations of approximately $109,000 that may be paid using investment income earned from Trust Account ). In order to meet our working capital needs following the consummation of the Initial Public Offering, our sponsor may, but is not obligated to, loan us funds, from time to time or at any time, in whatever amount it deems reasonable in its sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at our sponsor’s discretion, up to $1.0 million of the notes may be converted upon consummation of our business combination into private warrants at a price of $0.50 per warrant (which, for example, would result in our sponsor being issued 1,000,000 private warrants at a purchase price of $0.50 per warrant if $500,000 of notes were so converted). If we do not complete a business combination, any outstanding loans from our sponsor, will be repaid only from amounts remaining outside our trust account, if any . Prior to the completion of the Initial Public Offering on July 15, 2020, the Company’s liquidity needs were satisfied thro u Loans. We will need to raise additional capital through loans or additional investments from our Sponsor, or an affiliate of our Sponsor, shareholders, officers or directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we 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. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through January 15, 2022, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These conditions raise substantial doubt about our ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“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)(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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020 and 2019. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $115.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. As of December 31, 2020, and 2019, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses – related party and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 paid-in Common Stock Subject to Possible Redemption The Company accounts for its stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,570,015 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement, as well as the warrants issued on the Note conversion to purchase an aggregate of 18,900,000 shares of common stock in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common stock: For the Year Ended December 31, 2020 For the Period from August 19, 2019 (inception) through December 31, 2019 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,546 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,546 ) — Net income attributable to common stock subject to possible redemption $ — $ — Denominator: Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (724,516) $ (2,837) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (724,516) $ (2,837) Denominator: Weighted average shares outstanding of non-redeemable 3,084,568 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.23) $ (0.00) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions. Each Unit consists of one share of common stock (each a “Public Share”, and collectively, “Public Shares”) and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of Of the 11,500,000 Units sold in the Initial Public Offering, an aggregate of 1,000,000 Units were purchased by Primerose Development Group Ltd. (“Primerose”). Primerose also entered into an agreement with the Company providing that it will hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination. Primerose’s commitment to hold at least 1,000,000 shares of the Company’s common stock following the Initial Business Combination was satisfied by a purchase of Units in the Initial Public Offering.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Insider Shares In October 2019, the Company’s Sponsor purchased 2,875,000 shares of common stock, par value $0.0001, for an aggregate price of $25,000. The Company’s Sponsor has agreed to forfeit up to 375,000 Insider Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited. The Sponsor and the Company’s officers and directors agreed to place their Insider Shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of nine months after the date of the consummation of the initial 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 stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day e Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants, at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Related Party Loans On October 10, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing, g. The amended Note did not contain a beneficial conversion feature. Accordingly, the Company reclassified the $300,000 Note balance to additional paid-in-capital upon conversion. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up to $1.0 million of such Working Capital Loans may be convertible into private placement warrants at a price of $0.50 per warrant. 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On July 13, 2020, the Company entered into an agreement to pay the Sponsor a total of up to $10,000 per month for overhead and administration support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2020, the Company incurred $55,000 of administrative fees which amount is included as accrued expenses – related party on the balance sheets.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Insider Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Underwriting Agreement The Company granted the underwriters a 45-day option from the final The underwriters were entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $4.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal Subject to certain conditions, the Company granted Chardan, for a period of 15 months after the date of the consummation of the Business Combination, a right of first refusal to act as either (at the Company’s sole discretion) (a) a lead underwriter or (b) minimally as a co-manager, with at Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Equity	Note 6—Stockholders’ Equity Preferred stock Common stock Warrants The warrants are exercisable at $11.50 per whole share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the 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), (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 the initial Business Combination, 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 its initial Business Combination (such price, the “Market Price”) 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 Market Price, 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 Value. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period 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. Additionally, in no event will the Company be required to net cash settle any warrants. If the Company is unable to complete the initial 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 respect to such warrants. Accordingly, the warrants may expire worthless.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Tax	Note 7—Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up The income tax provision (benefit) consists of the following: For the Year Ended For the Period from August 19, 2019 (inception) through December 31, 2019 Current Federal $ (21,287 ) $ (463 ) State 0 — Deferred Federal (130,861 ) (133 ) State 0 — Valuation allowance 152,148 596 Income tax (benefit) provision $ 0 $ — The Company’s net deferred tax assets are as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Net-operating $ 21,287 $ (463 ) Start-up/Organization 130,861 (133 ) Total deferred tax assets 152,148 (596 ) Valuation allowance (152,148 ) 596 Deferred tax asset, net of allowance $ 0 $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. At December 31, 2020 and 2019, the valuation allowance were approximately $152,000 and $1,000. There were no unrecognized tax benefits as of December 31, 2020 and 2019. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year Ended December 31, 2020 For the Period from August 19, 2019 (inception) through December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision expense 0.0 % 0.0 % 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 Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued required potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“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)(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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2020 and 2019.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in Trust Account	Investments Held in the Trust Account Upon the closing of the Initial Public Offering and the Private Placement, approximately $115.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. As of December 31, 2020, and 2019, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses – related party and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07,
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 paid-in
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 10,570,015 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement, as well as the warrants issued on the Note conversion to purchase an aggregate of 18,900,000 shares of common stock in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common stock: For the Year Ended December 31, 2020 For the Period from August 19, 2019 (inception) through December 31, 2019 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,546 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,546 ) — Net income attributable to common stock subject to possible redemption $ — $ — Denominator: Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (724,516) $ (2,837) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (724,516) $ (2,837) Denominator: Weighted average shares outstanding of non-redeemable 3,084,568 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.23) $ (0.00)
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Table)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of Earnings Per Share Basic and Diluted	The following table reflects the calculation of basic and diluted net income (loss) per common stock: For the Year Ended December 31, 2020 For the Period from August 19, 2019 (inception) through December 31, 2019 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,546 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,546 ) — Net income attributable to common stock subject to possible redemption $ — $ — Denominator: Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (724,516) $ (2,837) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (724,516) $ (2,837) Denominator: Weighted average shares outstanding of non-redeemable 3,084,568 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.23) $ (0.00)

Income Tax (Table)

Income Tax (Table)	12 Months Ended
	Dec. 31, 2020
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Summary Of Reconcilation Of Income Tax Provision	The income tax provision (benefit) consists of the following: For the Year Ended For the Period from August 19, 2019 (inception) through December 31, 2019 Current Federal $ (21,287 ) $ (463 ) State 0 — Deferred Federal (130,861 ) (133 ) State 0 — Valuation allowance 152,148 596 Income tax (benefit) provision $ 0 $ —
Summary Of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Net-operating $ 21,287 $ (463 ) Start-up/Organization 130,861 (133 ) Total deferred tax assets 152,148 (596 ) Valuation allowance (152,148 ) 596 Deferred tax asset, net of allowance $ 0 $ —
Summary Of Reconciliation Of Income Tax Rates	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year Ended December 31, 2020 For the Period from August 19, 2019 (inception) through December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (21.0 )% (21.0 )% Income tax provision expense 0.0 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Dec. 31, 2020	Jul. 15, 2020	Dec. 31, 2020	Dec. 31, 2019
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from issuance initial public offering	$ 115,000,000		$ 115,000,000
Assets held in trust	$ 115,000,000		$ 115,000,000
Common stock par value	$ 0.0001		$ 0.0001	$ 0.0001
Redemption price per share	$ 10		$ 10
Minimum tangible assets for business combination	$ 5,000,001		$ 5,000,001
Operating bank accounts	333,000		333,000
working capital deficit	$ 172,000		172,000
Proceeds from sale of founder shares			25,000
Working capital loans converted to warrants			$ 300,000
Per share value of the residual assets remaining available for distribution	10.00%		10.00%
Tax obligations	$ 109,000		$ 109,000
Debt Conversion, Original Debt, Amount			500,000
Maximum [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Liquidation Cost agreed by sponsor to pay	$ 50,000		$ 50,000
Private Placement Warrants [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Number of warrants issued			6,800,000
Issue price per warrant	$ 0.50		$ 0.50
Proceeds from issue of warrants			$ 3,400,000
Private Placement Warrants [Member] | Sponsor [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Number of warrants issued			1,000,000
Issue price per warrant	$ 0.50		$ 0.50
Proceeds from issue of warrants			$ 1,000,000
IPO [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued		11,500,000	11,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option		11,500,000	11,500,000
Initial Public Offering, price per unit		$ 10
Proceeds from issuance initial public offering		$ 115,000,000
Initial Public Offering, offering costs		7,300,000
Initial Public Offering, deferred underwriting commissions		$ 4,000,000
Over-Allotment Option [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued		1,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option		1,500,000
Common Class A [Member] | IPO [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued		11,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option		11,500,000
Initial Public Offering, price per unit		$ 10
Proceeds from issuance initial public offering		$ 115,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Organisation Consolidation and Presentation of Financial Statements [Line Items]
Initial Public Offering, units issued		1,500,000
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option		1,500,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Numerator [Abstract]
Net gain from investments held in Trust Account			$ 6,035
Less: Company's portion available to be withdrawn to pay taxes		$ 0	0
Net income attributable to common stock subject to possible redemption		(2,837)	(724,516)
Denominator [Abstract]
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted	18,900,000
Common Stock Subject to Mandatory Redemption [Member]
Numerator [Abstract]
Net gain from investments held in Trust Account			5,546
Less: Company's portion available to be withdrawn to pay taxes			$ (5,546)
Denominator [Abstract]
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted			10,616,459
Non Redeemable Common Stock [Member]
Numerator [Abstract]
Net income attributable to common stock subject to possible redemption		(2,837)	$ (724,516)
Net loss		$ (2,837)	$ (724,516)
Denominator [Abstract]
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		2,500,000	3,084,568
Basic and diluted net income per share, common stock subject to possible redemption		$ 0	$ (0.23)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail)	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Accounting Policies [Abstract]
Cash insured | $	$ 250,000	$ 250,000
Warrants to purchase common stock | shares	18,900,000
Proceeds from initial public offering | $	$ 115,000,000	$ 115,000,000
Net asset value per share | $ / shares	$ 1	$ 1
Temporary equity, shares outstanding | shares	10,570,015	10,570,015

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Dec. 31, 2020	Jul. 15, 2020	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Proceeds from Issuance Initial Public Offering	$ 115,000,000		$ 115,000,000
Common stock warrants exercise price per share	$ 11.50	$ 11.50	$ 11.50
Units acquired by Primerose Development Group Ltd.			1,000,000
Number of shares hold by Primerose	1,000,000
IPO [Member]
Class of Warrant or Right [Line Items]
Initial Public Offering, units issued		11,500,000	11,500,000
Stock issued during period		11,500,000	11,500,000
Initial Public Offering, price per unit		$ 10
Proceeds from Issuance Initial Public Offering		$ 115,000,000
Initial Public Offering Costs		7,300,000
Initial Public Offering, deferred underwriting commissions		$ 4,000,000
IPO [Member] | Primerose [Member]
Class of Warrant or Right [Line Items]
Units acquired by Primerose Development Group Ltd.	1,000,000
Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Initial Public Offering, units issued		1,500,000
Stock issued during period		1,500,000
Units acquired by Primerose Development Group Ltd.	1,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Jul. 15, 2020	Jul. 13, 2020	Jul. 09, 2020	Dec. 31, 2019	Dec. 31, 2020	Oct. 31, 2019	Oct. 10, 2019
Related Party Transaction [Line Items]
Percent of shares not transferable						50.00%
Stock price threshold limit						$ 12.50
Administrative fees					$ 55,000
Common Stock, Par Value				$ 0.0001	$ 0.0001
Shares subject to forfeiture				375,000
Conversion of note payable into warrants					$ 300,000
Additional Paid-in Capital [Member]
Related Party Transaction [Line Items]
Conversion of note payable into warrants					$ 300,000
Insider shares [Member]
Related Party Transaction [Line Items]
Stock purchased during the period shares				2,875,000
Common Stock, Par Value				$ 0.0001
Stock Purchased During The Period Value				25,000
Shares subject to forfeiture				375,000
Note [Member]
Related Party Transaction [Line Items]
Number of warrants issued	600,000		600,000
Issue price per warrant			$ 0.50
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Issue price per warrant					$ 0.50
Debt instrument face amount					$ 1
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Number of warrants issued					6,800,000
Issue price per warrant					$ 0.50
Gross proceeds from warrants					$ 3,400,000
Sponsor [Member]
Related Party Transaction [Line Items]
Payment For Overhead And Administration Support		$ 10,000
Sponsor [Member] | Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount					$ 300,000		$ 300,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares		1,000,000
Deferred Underwriting Commissions	$ 4,025,000	$ 4,025,000
Underwriting Description		(a) a lead underwriter or (b) minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares	1,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Underwriting discount per share | $ / shares	$ 0.20	$ 0.20
Underwriting discount	$ 2,300,000
Deferred underwriting commissions per share | $ / shares	$ 0.35	$ 0.35
Deferred Underwriting Commissions	$ 4,000,000	$ 4,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	4 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Jul. 15, 2020
Class of Stock [Line Items]
Common stock shares authorized	100,000,000	100,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock and temporary shares outstanding		14,375,000
Common stock outstanding	2,875,000	3,804,985
Shares subject to forfeiture	375,000
Percent of number of insider shares to outstanding shares		20.00%
Class of warrant or right exercise price		$ 11.50	$ 11.50
Class of warrant or right expire period		5 years
Sale of Stock, Price Per Share		$ 9.50
Percent of gross proceeds to total equity proceeds		60.00%
Volume weighted average trading price		9.50%
Percent of exercise price of warrant to market price		115.00%
Redemption trigger price of warrant		18.00%
Percent of redemption price of warrant to market value		180.00%
Redemption price of warrant		0.01%
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Public shares [Member]
Class of Stock [Line Items]
Common stock outstanding		11,500,000
Insider shares [Member]
Class of Stock [Line Items]
Common stock par value	$ 0.0001
Common stock outstanding		2,875,000
Shares subject to forfeiture	375,000
Shares, Outstanding	2,500,000
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001
Preferred Stock, Shares Issued		0
Preferred Stock, Shares Outstanding		0

Income Taxes -Summary Of Reconc

Income Taxes -Summary Of Reconcilation Of Income Tax Provision (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Current
Federal	$ (463)	$ (21,287)
State	0	0
Deferred
Federal	(133)	(130,861)
State	0	0
Valuation allowance	596	152,148
Income tax (benefit) provision	$ 0	$ 0

Income Taxes - Summary Of Net D

Income Taxes - Summary Of Net Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net -operating loss carryforward	$ 21,287	$ (463)
Start -up/Organization costs	130,861	(133)
Total deferred tax assets	152,148	(596)
Valuation allowance	(152,148)	596
Deferred tax assets, net of allowance	$ 0	$ 0

Income Taxes - Summary Of Recon

Income Taxes - Summary Of Reconciliation Of Income Tax Rates (Detail)	4 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in valuation allowance	(21.00%)	(21.00%)
Income tax provision expense	0.00%	0.00%

Income Taxes - Additional infor

Income Taxes - Additional information (Detail)	12 Months Ended
	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Valuation allowance	$ 152,000	$ 1,000
Unrecognized tax benefits	$ 0	$ 0
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate reconciliation, tax cuts and jobs act, percent	0.50
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate reconciliation, tax cuts and jobs act, percent	0.30