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/A | ||
Amendment Flag | true | ||
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 | ||
Amendment Description | References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to PTK Acquisition Corporation, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K amends the Annual Report on Form 10-K of PTK Acquisition Corporation, for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). | ||
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 |
Warrant liabilities | 5,180,000 | |
Deferred underwriting commissions | 4,025,000 | |
Total liabilities | 9,883,319 | 405,691 |
Commitments and Contingencies | ||
Common stock, $0.0001 par value; 10,052,015 and -0- shares subject to possible redemption at $10.00 per share at December 31, 2020 and 2019, respectively | 100,520,150 | |
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; 4,322,985 and 2,875,000 shares issued and outstanding (excluding 10,052,015 and -0- shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 432 | 288 |
Additional paid-in capital | 7,454,115 | 24,712 |
Accumulated deficit | (2,454,546) | (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 | 4,322,985 | 2,875,000 |
Common Stock, Shares, Outstanding | 4,322,985 | 2,875,000 |
Temporary Equity, Shares Outstanding | 10,052,015 | |
Common Stock [Member] | ||
Common Stock, Shares, Outstanding | 4,322,985 | 2,875,000 |
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 10,052,015 | 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) |
Change in fair value of warrant liabilities | (1,702,000) | |
Offering costs associated with issuance of private warrants | (25,193) | |
Net gain from investments held in Trust Account | 6,035 | |
Net loss | $ (2,837) | (2,451,709) |
Common Stock Subject to Mandatory Redemption [Member] | ||
Operating Expenses [Abstract] | ||
Net gain from investments held in Trust Account | $ 5,275 | |
Weighted average shares outstanding, basic and diluted | 10,267,658 | |
Non Redeemable Common Stock [Member] | ||
Operating Expenses [Abstract] | ||
Weighted average shares outstanding, basic and diluted | 2,500,000 | 3,246,580 |
Basic and diluted net loss per share | $ 0 | $ (0.76) |
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 loss | (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 | ||
Beginning balance at Dec. 31, 2019 | $ 22,163 | $ 288 | 24,712 | (2,837) |
Beginning 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 | (7,272,303) | (7,272,303) | ||
Excess cash received over the fair value of the private warrants, net of derivative liabilities for private warrants | 204,000 | 204,000 | ||
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 | 5,789,220 | $ 58 | 5,789,162 | |
Change in value of common stock subject to possible redemption, Shares | 578,922 | |||
Conversion of note payable into warrants | 18,000 | 18,000 | ||
Net loss | (2,451,709) | (2,451,709) | ||
Ending balance at Dec. 31, 2020 | $ 5,000,001 | $ 432 | $ 7,454,115 | $ (2,454,546) |
Ending balance (in shares) at Dec. 31, 2020 | 4,322,985 | 4,322,985 |
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) | $ (2,451,709) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 1,702,000 | |
Offering costs associated with issuance of private warrants | 25,193 | |
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, gross | 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, less derivative liabilities for private 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 | $ (5,789,220) |
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 6). 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. 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 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the distribution of the Trust Account as described below. 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least either prior to or upon consummation of the Business Combination and a majority of the Company’s common stock voted at the applicable meeting are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by applicable law or stock exchange listing requirements, 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. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote any Insider Shares (as defined below in Note 5) and Public Shares held by them in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the completion of a Business Combination. 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 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 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 6) 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 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 Note issued to the Sponsor, which was converted in to private warrants upon closing of the Initial Public Offering (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, or an affiliate of our Sponsor, shareholders, officers or directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet its working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. Management 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 the Company’s ability to continue as a going concern through January 15, 2022, the date that it 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its public warrants issued in the Private Placement in July 2020 and conversion of note payable (collectively, the “Private Warrants”), the Company’s previously issued financial statements for the year ended December 31, 2020 and for the quarter ended September 30, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Amendment No.1 to the Annual Report on Form 10-K (“Annual Report”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on July 15, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the outstanding Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Private Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for the Private Warrants should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statements of cash flows for the Affected Periods is presented below (see Note 11 - Quarterly Financial Information (Unaudited) for the revision of the quarterly financial statements): As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 115,403,470 $ — $ 115,403,470 Liabilities and shareholders’ equity Total current liabilities $ 678,319 $ — $ 678,319 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 5,180,000 5,180,000 Total liabilities 4,703,319 5,180,000 9,883,319 Common stock, $0.0001 par value; shares subject to possible redemption 105,700,150 (5,180,000 ) 100,520,150 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock—$0.0001 par value 381 51 432 Additional paid-in-capital 5,726,973 1,727,142 7,454,115 Accumulated deficit (727,353 ) (1,727,193 ) (2,454,546 ) Total shareholders’ equity 5,000,001 — 5,000,001 Total liabilities and shareholders’ equity $ 115,403,470 $ — $ 115,403,470 For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 568,151 $ — $ 568,151 Administrative fees—related party 55,000 — 55,000 Franchise tax expense 107,400 — 107,400 Loss from operations (730,551 ) — (730,551 ) Change in fair value of warrant liabilities — (1,702,000 ) (1,702,000 ) Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 6,035 — 6,035 Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 (348,801 ) 10,267,658 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,084,568 162,012 3,246,580 Basic and diluted net loss per share, non-redeemable common stock $ (0.23 ) $ (0.53 ) $ (0.76 ) For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Change in fair value of warrant liabilities — 1,702,000 1,702,000 Offering costs associated with issuance of private placement warrants — 25,193 25,193 Net cash used in operating activities (347,869 ) — (347,869 ) Net cash used in investing activities (115,000,000 ) — (115,000,000 ) Net cash provided by financing activities 115,500,075 115,500,075 Net change in cash $ 152,206 $ — $ 152,206 In addition, the impact to the balance sheet dated July 15, 2020, filed on Form 8-K on July 21, 2020 related to the impact of accounting for the Private Warrants as liabilities at fair value resulted in an approximate $3.5 million increase to the derivative warrant liabilities line item at July 15, 2020 and offsetting decrease to the common stock subject to possible redemption temporary equity line item. There is no change to total shareholders’ equity at the reported balance sheet date. As of July 15, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 116,167,273 $ — $ 116,167,273 Liabilities and shareholders’ equity Total current liabilities $ 832,899 $ — $ 832,899 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 3,478,000 3,478,000 Total liabilities 4,857,899 3,478,000 8,335,899 Common stock, $0.0001 par value; shares subject to possible redemption 106,309,370 (3,478,000 ) 102,831,370 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock, $0.0001 par value 375 35 410 Additional paid-in-capital 5,117,759 25,158 5,142,917 Accumulated deficit (118,130 ) (25,193 ) (143,323 ) Total stockholders’ equity 5,000,004 — 5,000,004 Total liabilities and shareholders’ equity $ 116,167,273 $ — $ 116,167,273 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in 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”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. 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, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), and are therefore excluded from the levels of the fair value hierarchy. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock and public warrants were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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, 10,052,015 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 For the Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,275 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,275 ) — 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 10,267,658 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Common Stock Numerator: Net loss $ (2,451,709 ) $ (2,837 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable common stock $ (2,451,709 ) $ (2,837 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,246,580 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.76 ) $ (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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 7,400,000 warrants in connection with its Private Placement (6,800,000) and conversion of note payable (600,000) which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes these warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Private Placement and conversion of note payable have been estimated using a Modified Black-Scholes model for the Affective Periods . Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any other , but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | Note 4—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 (see Note 7). 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 5—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, and incurring offering costs of approximately $ 25,000 . 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 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 6—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 7—Stockholders’ Equity Preferred stock 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2020, there are no shares of preferred stock issued or outstanding. Common stock 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. As of December 31, 2020, there were a total of 14,375,000 shares of common stock outstanding, including 11,500,000 Public Shares and 2,875,000 Insider Shares. As of December 31, 2019, there were 2,500,000 Insider Shares outstanding, excluding an aggregate of up to 375,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so as to maintain the number of Insider Shares at 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited. 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account—U.S. Treasury Securities $ 115,006,035 $ — $ — $ 115,006,035 Liabilities: Warrant liabilities—private warrants (restated) — — 5,180,000 5,180,000 Total fair value $ — $ — $ 5,180,000 $ 5,180,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the year ended December 31, 2020. The Company utilize d binomial a Modified Black-Scholes model at July 15, 2020 , September 30, 2020 and December 31, 2020 for Private Warrants, with changes in fair value recognized in the statement of operations. The Company recognized approximately $3.5 million for the warrant liabilities upon their issuance on July 15, 2020. For the year ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrant liabilities of approximately $1.7 million presented as change in fair value of warrant liabilities on the accompanying statements of operations. The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at January 1, 2020 $ — Issuance of 3,478,000 Change in fair value of warrant liabilities 1,702,000 Warrant liabilities at December 31, 2020 $ 5,180,000 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a a Modified Black-Scholes model are assumptions related to expected stock-price volatility , expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, 2020 July 15, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 Term (in years) 5.00 5.00 Volatility 20.00 % 15.00 % Risk-free interest rate 0.85 % 0.85 % Dividend yield — — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 9—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 costs and are not currently deductible. 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 — — Deferred Federal (130,861 ) (133 ) State — — Valuation allowance 152,148 596 Income tax (benefit) provision $ — $ — 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 $ — $ — 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 For the Period from Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities (14.6 )% 0.0 % Change in valuation allowance (6.4 )% (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 10—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. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Note 11—Quarterly Financial Information (Unaudited) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the Affected Period. The financial information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon. Unaudited Condensed Balance Sheet As of September 30, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 115,548,436 $ — $ 115,548,436 Liabilities and shareholders’ equity Total current liabilities $ 474,965 $ — $ 474,965 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 3,478,000 3,478,000 Total liabilities 4,499,965 3,478,000 7,977,965 Common stock, $0.0001 par value; shares subject to possible redemption 106,048,460 (3,477,990 ) 102,570,470 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock—$0.0001 par value 377 35 412 Additional paid-in-capital 5,378,667 25,148 5,403,815 Accumulated deficit (379,033 ) (25,193 ) (404,226 ) Total shareholders’ equity 5,000,011 (10 ) 5,000,001 Total liabilities and shareholders’ equity $ 115,548,436 $ — $ 115,548,436 For the Nine Months Ended As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 203,367 $ — $ 203,367 Administrative fees—related party 25,000 — 25,000 Franchise tax expense 150,965 — 150,965 Loss from operations (379,332 ) — (379,332 ) Change in fair value of warrant liabilities — — — Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 3,136 — 3,136 Net income (loss) $ (376,196 ) $ (25,193 ) $ (401,389 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,630,603 (347,800 ) 10,282,803 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 2,854,245 99,008 2,953,253 Basic and diluted net loss per share, non-redeemable common stock $ (0.13 ) $ (0.01 ) $ (0.14 ) For the Three Months Ended As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 196,596 $ - $ 196,596 Administrative fees—related party 25,000 — 25,000 Franchise tax expense 50,914 — 50,914 Loss from operations (272,510 ) — (272,510 ) Change in fair value of warrant liabilities — — — Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 3,136 — 3,136 Net income $ (269,374 ) $ (25,193 ) $ (294,567 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,630,603 (347,800 ) 10,282,803 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,555,033 294,874 3,849,907 Basic and diluted net loss per share, non-redeemable common stock $ (0.8 ) $ — $ (0.08 ) For the Nine Months Ended As Previously Restatement As Restated Statement of Cash Flows Net income $ (376,196 ) $ (25,193 ) $ (401,389 ) Change in fair value of warrant liabilities — — — Share based compensation — — — Offering costs associated with issuance of private placement warrants — 25,193 25,193 Net cash used in operating activities — — — Net cash used in investing activities — — — Net cash provided by financing activities (42,927 ) — (42,927 ) Net change in cash $ (42,927 ) $ — $ (42,927 ) |
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”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
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, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), and are therefore excluded from the levels of the fair value hierarchy. |
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 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock and public warrants were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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, 10,052,015 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 For the Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,275 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,275 ) — 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 10,267,658 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Common Stock Numerator: Net loss $ (2,451,709 ) $ (2,837 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable common stock $ (2,451,709 ) $ (2,837 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,246,580 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.76 ) $ (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. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 7,400,000 warrants in connection with its Private Placement (6,800,000) and conversion of note payable (600,000) which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes these warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Private Placement and conversion of note payable have been estimated using a Modified Black-Scholes model for the Affective Periods . |
Recent Accounting Pronouncements | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Issued Accounting Standards The Company’s management does not believe that any other , but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Restatement of Financial Statements | The impact of the restatement on the balance sheet, statement of operations and statements of cash flows for the Affected Periods is presented below (see Note 11 - Quarterly Financial Information (Unaudited) for the revision of the quarterly financial statements): As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 115,403,470 $ — $ 115,403,470 Liabilities and shareholders’ equity Total current liabilities $ 678,319 $ — $ 678,319 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 5,180,000 5,180,000 Total liabilities 4,703,319 5,180,000 9,883,319 Common stock, $0.0001 par value; shares subject to possible redemption 105,700,150 (5,180,000 ) 100,520,150 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock—$0.0001 par value 381 51 432 Additional paid-in-capital 5,726,973 1,727,142 7,454,115 Accumulated deficit (727,353 ) (1,727,193 ) (2,454,546 ) Total shareholders’ equity 5,000,001 — 5,000,001 Total liabilities and shareholders’ equity $ 115,403,470 $ — $ 115,403,470 For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 568,151 $ — $ 568,151 Administrative fees—related party 55,000 — 55,000 Franchise tax expense 107,400 — 107,400 Loss from operations (730,551 ) — (730,551 ) Change in fair value of warrant liabilities — (1,702,000 ) (1,702,000 ) Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 6,035 — 6,035 Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,616,459 (348,801 ) 10,267,658 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,084,568 162,012 3,246,580 Basic and diluted net loss per share, non-redeemable common stock $ (0.23 ) $ (0.53 ) $ (0.76 ) For the Year Ended December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (724,516 ) $ (1,727,193 ) $ (2,451,709 ) Change in fair value of warrant liabilities — 1,702,000 1,702,000 Offering costs associated with issuance of private placement warrants — 25,193 25,193 Net cash used in operating activities (347,869 ) — (347,869 ) Net cash used in investing activities (115,000,000 ) — (115,000,000 ) Net cash provided by financing activities 115,500,075 115,500,075 Net change in cash $ 152,206 $ — $ 152,206 As of July 15, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 116,167,273 $ — $ 116,167,273 Liabilities and shareholders’ equity Total current liabilities $ 832,899 $ — $ 832,899 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 3,478,000 3,478,000 Total liabilities 4,857,899 3,478,000 8,335,899 Common stock, $0.0001 par value; shares subject to possible redemption 106,309,370 (3,478,000 ) 102,831,370 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock, $0.0001 par value 375 35 410 Additional paid-in-capital 5,117,759 25,158 5,142,917 Accumulated deficit (118,130 ) (25,193 ) (143,323 ) Total stockholders’ equity 5,000,004 — 5,000,004 Total liabilities and shareholders’ equity $ 116,167,273 $ — $ 116,167,273 |
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 For the Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 5,275 $ — Less: Company’s portion available to be withdrawn to pay taxes (5,275 ) — 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 10,267,658 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Common Stock Numerator: Net loss $ (2,451,709 ) $ (2,837 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable common stock $ (2,451,709 ) $ (2,837 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,246,580 2,500,000 Basic and diluted net loss per share, non-redeemable common stock $ (0.76 ) $ (0.00 ) |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account—U.S. Treasury Securities $ 115,006,035 $ — $ — $ 115,006,035 Liabilities: Warrant liabilities—private warrants (restated) — — 5,180,000 5,180,000 Total fair value $ — $ — $ 5,180,000 $ 5,180,000 |
Summary of Change in fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at January 1, 2020 $ — Issuance of 3,478,000 Change in fair value of warrant liabilities 1,702,000 Warrant liabilities at December 31, 2020 $ 5,180,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, 2020 July 15, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 Term (in years) 5.00 5.00 Volatility 20.00 % 15.00 % Risk-free interest rate 0.85 % 0.85 % Dividend yield — — |
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 — — Deferred Federal (130,861 ) (133 ) State — — Valuation allowance 152,148 596 Income tax (benefit) provision $ — $ — |
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 $ — $ — |
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 For the Period from Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities (14.6 )% 0.0 % Change in valuation allowance (6.4 )% (21.0 )% Income tax provision expense 0.0 % 0.0 % |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary Of Quarterly Financial Information | Unaudited Condensed Balance Sheet As of September 30, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 115,548,436 $ — $ 115,548,436 Liabilities and shareholders’ equity Total current liabilities $ 474,965 $ — $ 474,965 Deferred underwriting commissions 4,025,000 — 4,025,000 Warrant liabilities — 3,478,000 3,478,000 Total liabilities 4,499,965 3,478,000 7,977,965 Common stock, $0.0001 par value; shares subject to possible redemption 106,048,460 (3,477,990 ) 102,570,470 Stockholders’ equity Preferred stock—$0.0001 par value — — — Common stock—$0.0001 par value 377 35 412 Additional paid-in-capital 5,378,667 25,148 5,403,815 Accumulated deficit (379,033 ) (25,193 ) (404,226 ) Total shareholders’ equity 5,000,011 (10 ) 5,000,001 Total liabilities and shareholders’ equity $ 115,548,436 $ — $ 115,548,436 For the Nine Months Ended As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 203,367 $ — $ 203,367 Administrative fees—related party 25,000 — 25,000 Franchise tax expense 150,965 — 150,965 Loss from operations (379,332 ) — (379,332 ) Change in fair value of warrant liabilities — — — Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 3,136 — 3,136 Net income (loss) $ (376,196 ) $ (25,193 ) $ (401,389 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,630,603 (347,800 ) 10,282,803 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 2,854,245 99,008 2,953,253 Basic and diluted net loss per share, non-redeemable common stock $ (0.13 ) $ (0.01 ) $ (0.14 ) For the Three Months Ended As Previously Restatement As Restated Statement of Operations General and administrative expenses $ 196,596 $ - $ 196,596 Administrative fees—related party 25,000 — 25,000 Franchise tax expense 50,914 — 50,914 Loss from operations (272,510 ) — (272,510 ) Change in fair value of warrant liabilities — — — Offering costs associated with issuance of private placement warrants — (25,193 ) (25,193 ) Net gain from investments held in Trust Account 3,136 — 3,136 Net income $ (269,374 ) $ (25,193 ) $ (294,567 ) Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted 10,630,603 (347,800 ) 10,282,803 Basic and diluted net income per share, common stock subject to possible redemption $ — $ — $ — Weighted average shares outstanding of non-redeemable common stock, basic and diluted 3,555,033 294,874 3,849,907 Basic and diluted net loss per share, non-redeemable common stock $ (0.8 ) $ — $ (0.08 ) For the Nine Months Ended As Previously Restatement As Restated Statement of Cash Flows Net income $ (376,196 ) $ (25,193 ) $ (401,389 ) Change in fair value of warrant liabilities — — — Share based compensation — — — Offering costs associated with issuance of private placement warrants — 25,193 25,193 Net cash used in operating activities — — — Net cash used in investing activities — — — Net cash provided by financing activities (42,927 ) — (42,927 ) Net change in cash $ (42,927 ) $ — $ (42,927 ) |
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 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 15, 2020 | Aug. 18, 2019 | |
Prior Period Adjustments Of Statement Of Balance Sheet [Abstract] | ||||||
Total assets | $ 427,854 | $ 115,403,470 | ||||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 405,691 | 678,319 | ||||
Deferred underwriting commissions | 4,025,000 | |||||
Warrant liabilities | 5,180,000 | |||||
Total liabilities | 405,691 | 9,883,319 | ||||
Common stock, $0.0001 par value; shares subject to possible redemption | 100,520,150 | |||||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 288 | 432 | ||||
Additional paid-in capital | 24,712 | 7,454,115 | ||||
Accumulated deficit | (2,837) | (2,454,546) | ||||
Total stockholders' equity | 22,163 | 5,000,001 | $ 0 | |||
Total liabilities and stockholders' equity | 427,854 | 115,403,470 | ||||
Prior Period Adjustments Of Statement Of Operations [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) | ||||
Change in fair value of warrant liabilities | (1,702,000) | |||||
Offering costs associated with issuance of private warrants | (25,193) | |||||
Net gain from investments held in Trust Account | 6,035 | |||||
Net loss | (2,837) | (2,451,709) | ||||
Prior Period Adjustments Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (2,837) | (2,451,709) | ||||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | 25,193 | |||||
Net cash used in operating activities | (25) | (347,869) | ||||
Net cash used in investing activities | (115,000,000) | |||||
Net cash provided by financing activities | 181,000 | 115,500,075 | ||||
Net change in cash | $ 180,975 | 152,206 | ||||
Common Stock Subject to Mandatory Redemption [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Net gain from investments held in Trust Account | $ 5,275 | |||||
Weighted average shares outstanding, basic and diluted | 10,267,658 | |||||
Non Redeemable Common Stock [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 2,500,000 | 3,246,580 | ||||
Earnings Per Share, Basic and Diluted | $ 0 | $ (0.76) | ||||
As Previously Reported | ||||||
Prior Period Adjustments Of Statement Of Balance Sheet [Abstract] | ||||||
Total assets | $ 115,548,436 | $ 115,548,436 | $ 115,403,470 | $ 116,167,273 | ||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 474,965 | 474,965 | 678,319 | 832,899 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | 4,025,000 | 4,025,000 | ||
Total liabilities | 4,499,965 | 4,499,965 | 4,703,319 | 4,857,899 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | 106,048,460 | 106,048,460 | 105,700,150 | 106,309,370 | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 377 | 377 | 381 | 375 | ||
Additional paid-in capital | 5,378,667 | 5,378,667 | 5,726,973 | 5,117,759 | ||
Accumulated deficit | (379,033) | (379,033) | (727,353) | (118,130) | ||
Total stockholders' equity | 5,000,011 | 5,000,011 | 5,000,001 | 5,000,004 | ||
Total liabilities and stockholders' equity | 115,548,436 | 115,548,436 | 115,403,470 | 116,167,273 | ||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
General and administrative expenses | 196,596 | 203,367 | 568,151 | |||
Administrative fees—related party | 25,000 | 25,000 | 55,000 | |||
Franchise tax expense | 50,914 | 150,965 | 107,400 | |||
Loss from operations | 272,510 | 379,332 | (730,551) | |||
Net gain from investments held in Trust Account | 3,136 | 3,136 | 6,035 | |||
Net loss | (269,374) | (376,196) | (724,516) | |||
Prior Period Adjustments Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | $ (269,374) | (376,196) | (724,516) | |||
Net cash used in operating activities | (347,869) | |||||
Net cash used in investing activities | (115,000,000) | |||||
Net cash provided by financing activities | (42,927) | 115,500,075 | ||||
Net change in cash | $ (42,927) | $ 152,206 | ||||
As Previously Reported | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 10,630,603 | 10,630,603 | 10,616,459 | |||
As Previously Reported | Non Redeemable Common Stock [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 3,555,033 | 2,854,245 | 3,084,568 | |||
Earnings Per Share, Basic and Diluted | $ (0.8) | $ (0.13) | $ (0.23) | |||
Restatement Adjustment | ||||||
Liabilities and shareholders' equity | ||||||
Warrant liabilities | $ 3,478,000 | $ 3,478,000 | $ 5,180,000 | 3,478,000 | ||
Total liabilities | 3,478,000 | 3,478,000 | 5,180,000 | 3,478,000 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | (3,477,990) | (3,477,990) | (5,180,000) | (3,478,000) | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 35 | 35 | 51 | 35 | ||
Additional paid-in capital | 25,148 | 25,148 | 1,727,142 | 25,158 | ||
Accumulated deficit | (25,193) | (25,193) | (1,727,193) | (25,193) | ||
Total stockholders' equity | (10) | (10) | ||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Change in fair value of warrant liabilities | (1,702,000) | |||||
Offering costs associated with issuance of private warrants | (25,193) | (25,193) | (25,193) | |||
Net loss | (25,193) | (25,193) | (1,727,193) | |||
Prior Period Adjustments Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | (25,193) | (25,193) | (1,727,193) | |||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | $ 25,193 | $ 25,193 | $ 25,193 | |||
Restatement Adjustment | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | (347,800) | (347,800) | (348,801) | |||
Restatement Adjustment | Non Redeemable Common Stock [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 294,874 | 99,008 | 162,012 | |||
Earnings Per Share, Basic and Diluted | $ (0.01) | $ (0.53) | ||||
Restated | ||||||
Prior Period Adjustments Of Statement Of Balance Sheet [Abstract] | ||||||
Total assets | $ 115,548,436 | $ 115,548,436 | $ 115,403,470 | 116,167,273 | ||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 474,965 | 474,965 | 678,319 | 832,899 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | 4,025,000 | 4,025,000 | ||
Warrant liabilities | 3,478,000 | 3,478,000 | 5,180,000 | 3,478,000 | ||
Total liabilities | 7,977,965 | 7,977,965 | 9,883,319 | 8,335,899 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | 102,570,470 | 102,570,470 | 100,520,150 | 102,831,370 | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | 0 | 0 | 0 | 0 | ||
Common stock—$0.0001 par value | 412 | 412 | 432 | 410 | ||
Additional paid-in capital | 5,403,815 | 5,403,815 | 7,454,115 | 5,142,917 | ||
Accumulated deficit | (404,226) | (404,226) | (2,454,546) | (143,323) | ||
Total stockholders' equity | 5,000,001 | 5,000,001 | 5,000,001 | 5,000,004 | ||
Total liabilities and stockholders' equity | 115,548,436 | 115,548,436 | 115,403,470 | $ 116,167,273 | ||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
General and administrative expenses | 196,596 | 203,367 | 568,151 | |||
Administrative fees—related party | 25,000 | 25,000 | 55,000 | |||
Franchise tax expense | 50,914 | 150,965 | 107,400 | |||
Loss from operations | 272,510 | 379,332 | (730,551) | |||
Change in fair value of warrant liabilities | 0 | 0 | (1,702,000) | |||
Offering costs associated with issuance of private warrants | (25,193) | (25,193) | (25,193) | |||
Net gain from investments held in Trust Account | 3,136 | 3,136 | 6,035 | |||
Net loss | $ (294,567) | $ (401,389) | (2,451,709) | |||
Earnings Per Share, Basic and Diluted | $ (0.08) | $ (0.14) | ||||
Prior Period Adjustments Of Statement Of Cash Flows [Abstract] | ||||||
Net loss | $ (294,567) | $ (401,389) | (2,451,709) | |||
Change in fair value of warrant liabilities | 0 | 0 | 1,702,000 | |||
Offering costs associated with issuance of private warrants | $ 25,193 | 25,193 | 25,193 | |||
Net cash used in operating activities | 0 | (347,869) | ||||
Net cash used in investing activities | 0 | (115,000,000) | ||||
Net cash provided by financing activities | (42,927) | 115,500,075 | ||||
Net change in cash | $ (42,927) | $ 152,206 | ||||
Restated | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 10,282,803 | 10,282,803 | 10,267,658 | |||
Restated | Non Redeemable Common Stock [Member] | ||||||
Prior Period Adjustments Of Statement Of Operations [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 3,849,907 | 2,953,253 | 3,246,580 | |||
Earnings Per Share, Basic and Diluted | $ (0.76) |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements - Additional Information (Details) $ in Millions | Jul. 15, 2020USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Increase to the derivative warrant liabilities | $ 3.5 |
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) | (2,451,709) | |
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 | 5,275 | ||
Less: Company's portion available to be withdrawn to pay taxes | $ (5,275) | ||
Denominator [Abstract] | |||
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted | 10,267,658 | ||
Non Redeemable Common Stock [Member] | |||
Numerator [Abstract] | |||
Net income attributable to common stock subject to possible redemption | (2,837) | $ (2,451,709) | |
Net loss | $ (2,837) | $ (2,451,709) | |
Denominator [Abstract] | |||
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted | 2,500,000 | 3,246,580 | |
Basic and diluted net income per share, common stock subject to possible redemption | $ 0 | $ (0.76) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Summary of Significant Accounting Policies [Line Items] | |||
Cash insured | $ 250,000 | $ 250,000 | |
Warrants to purchase common stock | 18,900,000 | ||
Proceeds from initial public offering | $ 115,000,000 | $ 115,000,000 | |
Net asset value per share | $ 1 | $ 1 | |
Temporary equity, shares outstanding | 10,052,015 | 10,052,015 | |
Convertible Notes Payable [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Conversion of notes payable shares issued warrants | (600,000) | ||
Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Class of warrant or right issued during the period shares | (6,800,000) |
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 | $ 18,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of note payable into warrants | $ 18,000 | ||||||
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 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Offering costs | $ 25,000 |
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 | 4,322,985 | |
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 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Detail) | Dec. 31, 2020USD ($) |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and Rights Outstanding | $ 5,180,000 |
Fair Value, Recurring [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and Rights Outstanding | 5,180,000 |
US Treasury Securities [Member] | Fair Value, Recurring [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Investments held in Trust Account | 115,006,035 |
Private Warrants [Member] | Fair Value, Recurring [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and Rights Outstanding | 5,180,000 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | Fair Value, Recurring [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Investments held in Trust Account | 115,006,035 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and Rights Outstanding | 5,180,000 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | Fair Value, Recurring [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and Rights Outstanding | $ 5,180,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change in fair value of the derivative warrant liabilities (Detail) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of private warrants | $ 3,478,000 |
Change in fair value of warrant liabilities | 1,702,000 |
Warrant liabilities at December 31, 2020 | $ 5,180,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2020yr | Jul. 15, 2020yr |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Fair Value, Inputs, Level 3 [Member] | Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 |
Fair Value, Inputs, Level 3 [Member] | Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Fair Value, Inputs, Level 3 [Member] | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 20 | 15 |
Fair Value, Inputs, Level 3 [Member] | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.85 | 0.85 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jul. 15, 2020 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Transfers between levels | $ 0 | |
Increase to the derivative warrant liabilities | $ 3,500,000 | |
Fair Value adjustment of warrants | $ 1,702,000 |
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 fair value of warrant liabilities | 0.00% | (14.60%) |
Change in valuation allowance | (21.00%) | (6.40%) |
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 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) - Summary Of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 15, 2020 | Aug. 18, 2019 | |
Statement of Financial Position [Abstract] | ||||||
Total assets | $ 427,854 | $ 115,403,470 | ||||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 405,691 | 678,319 | ||||
Deferred underwriting commissions | 4,025,000 | |||||
Warrant liabilities | 5,180,000 | |||||
Total liabilities | 405,691 | 9,883,319 | ||||
Common stock, $0.0001 par value; shares subject to possible redemption | 100,520,150 | |||||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 288 | 432 | ||||
Additional paid-in capital | 24,712 | 7,454,115 | ||||
Accumulated deficit | (2,837) | (2,454,546) | ||||
Total stockholders' equity | 22,163 | 5,000,001 | $ 0 | |||
Total liabilities and stockholders' equity | 427,854 | 115,403,470 | ||||
Income Statement [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 | ||||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | (25,193) | |||||
Net gain from investments held in Trust Account | 6,035 | |||||
Net income (loss) | (2,837) | (2,451,709) | ||||
Statement of Cash Flows [Abstract] | ||||||
Net income (loss) | (2,837) | (2,451,709) | ||||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | 25,193 | |||||
Net cash used in operating activities | (25) | (347,869) | ||||
Net cash used in investing activities | (115,000,000) | |||||
Net cash provided by financing activities | 181,000 | 115,500,075 | ||||
Net change in cash | $ 180,975 | 152,206 | ||||
Common Stock Subject to Mandatory Redemption [Member] | ||||||
Income Statement [Abstract] | ||||||
Net gain from investments held in Trust Account | $ 5,275 | |||||
Weighted average shares outstanding, basic and diluted | 10,267,658 | |||||
Non Redeemable Common Stock [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 2,500,000 | 3,246,580 | ||||
Basic and diluted net loss per share | $ 0 | $ (0.76) | ||||
Previously Reported [Member] | ||||||
Statement of Financial Position [Abstract] | ||||||
Total assets | $ 115,548,436 | $ 115,548,436 | $ 115,403,470 | $ 116,167,273 | ||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 474,965 | 474,965 | 678,319 | 832,899 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | 4,025,000 | 4,025,000 | ||
Total liabilities | 4,499,965 | 4,499,965 | 4,703,319 | 4,857,899 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | 106,048,460 | 106,048,460 | 105,700,150 | 106,309,370 | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 377 | 377 | 381 | 375 | ||
Additional paid-in capital | 5,378,667 | 5,378,667 | 5,726,973 | 5,117,759 | ||
Accumulated deficit | (379,033) | (379,033) | (727,353) | (118,130) | ||
Total stockholders' equity | 5,000,011 | 5,000,011 | 5,000,001 | 5,000,004 | ||
Total liabilities and stockholders' equity | 115,548,436 | 115,548,436 | 115,403,470 | 116,167,273 | ||
Income Statement [Abstract] | ||||||
General and administrative expenses | 196,596 | 203,367 | 568,151 | |||
Administrative fees—related party | 25,000 | 25,000 | 55,000 | |||
Franchise tax expense | 50,914 | 150,965 | 107,400 | |||
Loss from operations | (272,510) | (379,332) | 730,551 | |||
Net gain from investments held in Trust Account | 3,136 | 3,136 | 6,035 | |||
Net income (loss) | (269,374) | (376,196) | (724,516) | |||
Statement of Cash Flows [Abstract] | ||||||
Net income (loss) | $ (269,374) | (376,196) | (724,516) | |||
Net cash used in operating activities | (347,869) | |||||
Net cash used in investing activities | (115,000,000) | |||||
Net cash provided by financing activities | (42,927) | 115,500,075 | ||||
Net change in cash | $ (42,927) | $ 152,206 | ||||
Previously Reported [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 10,630,603 | 10,630,603 | 10,616,459 | |||
Previously Reported [Member] | Non Redeemable Common Stock [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 3,555,033 | 2,854,245 | 3,084,568 | |||
Basic and diluted net loss per share | $ (0.8) | $ (0.13) | $ (0.23) | |||
Restatement Adjustment | ||||||
Liabilities and shareholders' equity | ||||||
Warrant liabilities | $ 3,478,000 | $ 3,478,000 | $ 5,180,000 | 3,478,000 | ||
Total liabilities | 3,478,000 | 3,478,000 | 5,180,000 | 3,478,000 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | (3,477,990) | (3,477,990) | (5,180,000) | (3,478,000) | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | ||||||
Common stock—$0.0001 par value | 35 | 35 | 51 | 35 | ||
Additional paid-in capital | 25,148 | 25,148 | 1,727,142 | 25,158 | ||
Accumulated deficit | (25,193) | (25,193) | (1,727,193) | (25,193) | ||
Total stockholders' equity | (10) | (10) | ||||
Income Statement [Abstract] | ||||||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | (25,193) | (25,193) | (25,193) | |||
Net income (loss) | (25,193) | (25,193) | (1,727,193) | |||
Statement of Cash Flows [Abstract] | ||||||
Net income (loss) | (25,193) | (25,193) | (1,727,193) | |||
Change in fair value of warrant liabilities | 1,702,000 | |||||
Offering costs associated with issuance of private warrants | $ 25,193 | $ 25,193 | $ 25,193 | |||
Restatement Adjustment | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | (347,800) | (347,800) | (348,801) | |||
Restatement Adjustment | Non Redeemable Common Stock [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 294,874 | 99,008 | 162,012 | |||
Basic and diluted net loss per share | $ (0.01) | $ (0.53) | ||||
Restated | ||||||
Statement of Financial Position [Abstract] | ||||||
Total assets | $ 115,548,436 | $ 115,548,436 | $ 115,403,470 | 116,167,273 | ||
Liabilities and shareholders' equity | ||||||
Total current liabilities | 474,965 | 474,965 | 678,319 | 832,899 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | 4,025,000 | 4,025,000 | ||
Warrant liabilities | 3,478,000 | 3,478,000 | 5,180,000 | 3,478,000 | ||
Total liabilities | 7,977,965 | 7,977,965 | 9,883,319 | 8,335,899 | ||
Common stock, $0.0001 par value; shares subject to possible redemption | 102,570,470 | 102,570,470 | 100,520,150 | 102,831,370 | ||
Stockholders' Equity: | ||||||
Preferred stock—$0.0001 par value | 0 | 0 | 0 | 0 | ||
Common stock—$0.0001 par value | 412 | 412 | 432 | 410 | ||
Additional paid-in capital | 5,403,815 | 5,403,815 | 7,454,115 | 5,142,917 | ||
Accumulated deficit | (404,226) | (404,226) | (2,454,546) | (143,323) | ||
Total stockholders' equity | 5,000,001 | 5,000,001 | 5,000,001 | 5,000,004 | ||
Total liabilities and stockholders' equity | 115,548,436 | 115,548,436 | 115,403,470 | $ 116,167,273 | ||
Income Statement [Abstract] | ||||||
General and administrative expenses | 196,596 | 203,367 | 568,151 | |||
Administrative fees—related party | 25,000 | 25,000 | 55,000 | |||
Franchise tax expense | 50,914 | 150,965 | 107,400 | |||
Loss from operations | (272,510) | (379,332) | 730,551 | |||
Change in fair value of warrant liabilities | 0 | 0 | 1,702,000 | |||
Offering costs associated with issuance of private warrants | (25,193) | (25,193) | (25,193) | |||
Net gain from investments held in Trust Account | 3,136 | 3,136 | 6,035 | |||
Net income (loss) | $ (294,567) | $ (401,389) | (2,451,709) | |||
Basic and diluted net loss per share | $ (0.08) | $ (0.14) | ||||
Statement of Cash Flows [Abstract] | ||||||
Net income (loss) | $ (294,567) | $ (401,389) | (2,451,709) | |||
Change in fair value of warrant liabilities | 0 | 0 | 1,702,000 | |||
Offering costs associated with issuance of private warrants | $ 25,193 | 25,193 | 25,193 | |||
Net cash used in operating activities | 0 | (347,869) | ||||
Net cash used in investing activities | 0 | (115,000,000) | ||||
Net cash provided by financing activities | (42,927) | 115,500,075 | ||||
Net change in cash | $ (42,927) | $ 152,206 | ||||
Restated | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 10,282,803 | 10,282,803 | 10,267,658 | |||
Restated | Non Redeemable Common Stock [Member] | ||||||
Income Statement [Abstract] | ||||||
Weighted average shares outstanding, basic and diluted | 3,849,907 | 2,953,253 | 3,246,580 | |||
Basic and diluted net loss per share | $ (0.76) |