Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | PTK Acquisition Corp. | |
Entity Central Index Key | 0001797099 | |
Entity File Number | 001-39377 | |
Entity Tax Identification Number | 84-2970136 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4601 Wilshire Boulevard, Suite 240 | |
Entity Address, City or Town | Los Angles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90010 | |
City Area Code | 213 | |
Local Phone Number | 625-8886 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 12,793,861 | |
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 $11.50 | |
Trading Symbol | PTK WS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 16,718,861 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 177,972 | $ 333,181 |
Prepaid expenses | 29,900 | 64,254 |
Total current assets | 207,872 | 397,435 |
Investments held in Trust Account | 115,008,871 | 115,006,035 |
Total assets | 115,216,743 | 115,403,470 |
Current liabilities: | ||
Accounts payable | 399,609 | 399,863 |
Accrued expenses | 674,455 | 115,976 |
Accrued expenses—related party | 81,677 | 53,677 |
Franchise tax payable | 158,118 | 108,803 |
Total current liabilities | 1,313,859 | 678,319 |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Warrant liabilities | 5,180,000 | 5,180,000 |
Total liabilities | 10,518,859 | 9,883,319 |
Commitments and Contingencies (Note 5) | ||
Common stock, $0.0001 par value; 9,969,788 and 10,052,015 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 99,697,880 | 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; 4,405,212 and 4,322,985 shares issued and outstanding (excluding 9,969,788 and 10,052,015 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 440 | 432 |
Additional paid-in capital | 8,276,377 | 7,454,115 |
Accumulated deficit | (3,276,813) | (2,454,546) |
Total stockholders' equity | 5,000,004 | 5,000,001 |
Total liabilities and stockholders' equity | $ 115,216,743 | $ 115,403,470 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par Value | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 4,405,212 | 4,322,985 |
Common Stock, Shares, Outstanding | 4,405,212 | 4,322,985 |
Temporary Equity, Shares Outstanding | 9,969,788 | 10,052,015 |
Common Stock [Member] | ||
Common Stock, Shares, Outstanding | 4,405,212 | 4,322,985 |
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 9,969,788 | 10,052,015 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Expenses [Abstract] | ||
General and administrative expenses | $ 745,788 | $ 6,570 |
Administrative fees—related party | 30,000 | |
Franchise tax expense | 49,315 | 2,022 |
Loss from operations | (825,103) | (8,592) |
Net gain from investments held in Trust Account | 2,836 | |
Net loss | (822,267) | (8,592) |
Common Stock Subject to Mandatory Redemption [Member] | ||
Operating Expenses [Abstract] | ||
Net gain from investments held in Trust Account | $ 2,459 | $ 0 |
Weighted average shares outstanding, basic and diluted | 10,051,101 | |
Basic and diluted net loss per share | ||
Non-Redeemable Common Stock [Member] | ||
Operating Expenses [Abstract] | ||
Weighted average shares outstanding, basic and diluted | 4,323,899 | 2,500,000 |
Basic and diluted net loss per share | $ (0.19) | $ 0 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholder's Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ 22,163 | $ 288 | $ 24,712 | $ (2,837) |
Beginning balance (in shares) at Dec. 31, 2019 | 2,875,000 | |||
Net loss | (8,592) | (8,592) | ||
Ending balance at Mar. 31, 2020 | 13,571 | $ 288 | 24,712 | (11,429) |
Ending balance (in shares) at Mar. 31, 2020 | 2,875,000 | |||
Beginning balance at Dec. 31, 2020 | $ 5,000,001 | $ 432 | 7,454,115 | (2,454,546) |
Beginning balance (in shares) at Dec. 31, 2020 | 4,322,985 | 4,322,985 | ||
Change in value of common stock subject to possible redemption | $ 822,270 | $ 8 | 822,262 | |
Change in value of common stock subject to possible redemption, Shares | 82,227 | |||
Net loss | (822,267) | (822,267) | ||
Ending balance at Mar. 31, 2021 | $ 5,000,004 | $ 440 | $ 8,276,377 | $ (3,276,813) |
Ending balance (in shares) at Mar. 31, 2021 | 4,405,212 | 4,405,212 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (822,267) | $ (8,592) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net gain from investments held in Trust Account | (2,836) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 34,354 | |
Accounts payable | (254) | (18,608) |
Accrued expenses | 558,479 | |
Accrued expenses—related party | 28,000 | |
Franchise tax payable | 49,315 | 2,023 |
Net cash used in operating activities | (155,209) | (25,177) |
Cash Flows from Financing Activities: | ||
Offering costs paid | (17,750) | |
Net cash used in financing activities | (17,750) | |
Net change in cash | (155,209) | (42,927) |
Cash - beginning of the period | 333,181 | 180,975 |
Cash - end of the period | 177,972 | 138,048 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accounts payable | $ 155,617 | |
Change in value of common stock subject to possible redemption | $ (822,270) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from August 19, 2019 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Financing The Company’s sponsor is PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on July 13, 2020. On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units, the “Public Shares”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). per-share Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors agreed not to propose any amendment to the Company’s Amended and Restated Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 15, 2022 (the “Combination Period”) or (2) which adversely affects the rights of holders of the Public Shares, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining holders of common stock and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company will pay the costs of any liquidation following the redemptions from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment for such expenses. The Sponsor and the Company’s officers and directors agreed to waive their liquidation rights with respect to any Insider Shares they hold if the Company fails to complete a Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the Company fails to complete a Business Combination within the Combination Period). The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account, or less than such amount in certain circumstances. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (excluding its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders. Liquidity, Capital Resources and Going Concern As of March 31, 2021, the Company had approximately $178,000 in its operating bank accounts and working capital deficit of approximately $948,000 (not taken into account tax obligations of approximately $158,000 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 through the receipt of $25,000 from the Sponsor in exchange for the issuance of the Insider Shares, and a $300,000 Note issued to the Sponsor, which was converted in to private warrants upon closing of the Initial Public Offering (Note 4). 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 4). To date, there were no amounts outstanding under any Working Capital Loans. We will need to raise additional capital through loans or additional investments from our Sponsor, or an affiliate of our Sponsor, shareholders, officers or directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through January 15, 2022, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These conditions raise substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Significant Accounting Policies. Basis of Presentation The accompanying unaudited condensed 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 SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A 14 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no 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 Corporation limit 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 The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. 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. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 (unadjusted) for identical instruments in active markets; and • 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. 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. re-assessed 825-10 815-40. re-measurement a Modified Black-Scholes model for the Affected Periods. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 paid-in non-operating Class A 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 March 31, 2021 and December 31, 2020, the Company had 9,969,788 and 10,052,015, respectively, of shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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 Three Months Ended March 31, 2021 March 31, 2020 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 2,459 $ — Less: Company’s portion available to be withdrawn to pay taxes (2,459 ) — 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 10,051,101 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (822,267 ) $ (8,592 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (822,267 ) $ (8,592 ) Denominator: Weighted average shares outstanding of non-redeemable 4,323,899 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.19 ) $ (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | 3. Initial Public Offering. On July 15, 2020, the Company consummated the Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $7.3 million, inclusive of approximately $4.0 million in deferred underwriting commissions. Each Unit consists of one share of common stock (each a “Public Share”, and collectively, “Public Shares”) and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half 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 | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions. Insider Shares In October 2019, the Company’s Sponsor purchased 2,875,000 shares of common stock, par value $0.0001, for an aggregate price of $25,000. The Company’s Sponsor has agreed to forfeit up to 375,000 Insider Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 15, 2020, the over-allotment option was exercised in full. Accordingly, no Insider Shares were forfeited. The Sponsor and the Company’s officers and directors agreed to place their Insider Shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of nine months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants, at a price of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $3.4 million. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Related Party Loans On October 10, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest paid-in-capital 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 Services 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 three months ended March 31, 2021, the Company incurred $30,000 of administrative fees which amount is included as accrued expenses – related party on the balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies. Registration Rights The holders of Insider Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Underwriting Agreement The Company granted the underwriters a 45-day 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, Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | 6. Derivative Warrant Liabilities. As of March 31, 2021 and December 31, 2020, the Company had 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. 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. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | 7. Stockholder’s Equity. Preferred stock Common stock Warrants The warrants are exercisable at $11.50 per whole share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. The 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 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 | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account—U.S. Treasury Securities $ 115,008,871 $ — $ — $ 115,008,871 Liabilities: Warrant liabilities—private warrants $ — $ — $ 5,180,000 $ 5,180,000 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 $ — $ — $ 5,180,000 $ 5,180,000 The Company utilizes a Modified Black-Scholes model at July 15, 202 0 and subsequently remeasured at end of each reporting period 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. There was no change in fair value of warrant liabilities for the three months ended March 31, 2021. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: March 31, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 Term (in years) 5.00 5.00 Volatility 20.00 % 20.00 % Risk-free interest rate 0.85 % 0.85 % Dividend yield — — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events. On May 25, 2021, the Company entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (“Valens”) and Valens Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Valens (“Merger Sub”), which provides for, among other things, a series of transactions where Merger Sub will merge with an into the Company (the “Business Combination”), with the Company surviving the Business Combination as a wholly-owned subsidiary of Valens. The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company on May 24, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A 14 |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. 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. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Corporation limit 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. |
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. re-assessed 825-10 815-40. re-measurement a Modified Black-Scholes model for the Affected Periods. |
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 (unadjusted) for identical instruments in active markets; and • 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 paid-in non-operating |
Class A Common Stock Subject to Possible Redemption | Class A 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 March 31, 2021 and December 31, 2020, the Company had 9,969,788 and 10,052,015, respectively, of shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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 Three Months Ended March 31, 2021 March 31, 2020 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 2,459 $ — Less: Company’s portion available to be withdrawn to pay taxes (2,459 ) — 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 10,051,101 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (822,267 ) $ (8,592 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (822,267 ) $ (8,592 ) Denominator: Weighted average shares outstanding of non-redeemable 4,323,899 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.19 ) $ (0.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Recent Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 3 Months Ended |
Mar. 31, 2021 | |
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 Three Months Ended March 31, 2021 March 31, 2020 Common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 2,459 $ — Less: Company’s portion available to be withdrawn to pay taxes (2,459 ) — 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 10,051,101 — Basic and diluted net income per share, common stock subject to possible redemption $ — $ — Non-Redeemable Numerator: Net loss $ (822,267 ) $ (8,592 ) Less: Net income attributable to common stock subject to possible redemption — — Net loss attributable to non-redeemable $ (822,267 ) $ (8,592 ) Denominator: Weighted average shares outstanding of non-redeemable 4,323,899 2,500,000 Basic and diluted net loss per share, non-redeemable $ (0.19 ) $ (0.00 ) |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 3 Months Ended |
Mar. 31, 2021 | |
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 assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account—U.S. Treasury Securities $ 115,008,871 $ — $ — $ 115,008,871 Liabilities: Warrant liabilities—private warrants $ — $ — $ 5,180,000 $ 5,180,000 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 $ — $ — $ 5,180,000 $ 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: March 31, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 Term (in years) 5.00 5.00 Volatility 20.00 % 20.00 % Risk-free interest rate 0.85 % 0.85 % Dividend yield — — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 15, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Organisation Consolidation and Presentation of Financial Statements [Line Items] | |||
Assets held in trust | $ 115,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Redemption price per share | $ 10 | ||
Minimum tangible assets for business combination | $ 5,000,001 | ||
Operating bank accounts | 178,000 | ||
working capital deficit | 948,000 | ||
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% | ||
Tax obligations | $ 158,000 | ||
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 | ||
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 | ||
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 | ||
Proceeds from issue of warrants | $ 1,000,000 | ||
IPO [Member] | |||
Organisation Consolidation and Presentation of Financial Statements [Line Items] | |||
Initial Public Offering, units issued | 11,500,000 | 11,500,000 | |
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option | 11,500,000 | 11,500,000 | |
Initial Public Offering, price per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Initial Public Offering, offering costs | 7,300,000 | ||
Initial Public Offering, deferred underwriting commissions | $ 4,000,000 | ||
Over-Allotment Option [Member] | |||
Organisation Consolidation and Presentation of Financial Statements [Line Items] | |||
Initial Public Offering, units issued | 1,500,000 | ||
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option | 1,500,000 | ||
Common Class A [Member] | IPO [Member] | |||
Organisation Consolidation and Presentation of Financial Statements [Line Items] | |||
Initial Public Offering, units issued | 11,500,000 | ||
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option | 11,500,000 | ||
Initial Public Offering, price per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Organisation Consolidation and Presentation of Financial Statements [Line Items] | |||
Initial Public Offering, units issued | 1,500,000 | ||
Additional units purchased which includes the full exercise by the underwriter of the over-allotment option | 1,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator [Abstract] | ||
Net gain from investments held in Trust Account | $ 2,836 | |
Net loss | $ (822,267) | $ (8,592) |
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 | $ 2,459 | 0 |
Less: Company's portion available to be withdrawn to pay taxes | (2,459) | 0 |
Net income attributable to common stock subject to possible redemption | $ 0 | $ 0 |
Denominator [Abstract] | ||
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted | 10,051,101 | 0 |
Basic and diluted net income per share, common stock subject to possible redemption | ||
Non Redeemable Common Stock [Member] | ||
Numerator [Abstract] | ||
Net loss | $ (822,267) | $ (8,592) |
Less: Net income attributable to common stock subject to possible redemption | 0 | 0 |
Net income attributable to common stock subject to possible redemption | $ (822,267) | $ (8,592) |
Denominator [Abstract] | ||
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted | 4,323,899 | 2,500,000 |
Basic and diluted net income per share, common stock subject to possible redemption | $ (0.19) | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash insured | $ 250,000 | |
Warrants to purchase common stock | 18,900,000 | |
Temporary equity, shares outstanding | 9,969,788 | 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 ($) $ / shares in Units, $ in Millions | Mar. 31, 2021 | Jul. 15, 2020 | Mar. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
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 | ||
Initial Public Offering Costs | 7.3 | ||
Initial Public Offering, deferred underwriting commissions | $ 4 | ||
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. 09, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 10, 2019 |
Related Party Transaction [Line Items] | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||
Percent of shares not transferable | 50.00% | ||||||
Stock price threshold limit | $ 12.50 | ||||||
Administrative fees | $ 30,000 | ||||||
Shares subject to forfeiture | 375,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of note payable into warrants | $ 300,000 | ||||||
Insider shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock par value | $ 0.0001 | ||||||
Stock purchased during the period value | 25,000 | ||||||
Shares subject to forfeiture | 375,000 | ||||||
Stock purchased during the period shares | 2,875,000 | ||||||
Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued | 600,000 | 600,000 | |||||
Issue price per warrant | $ 0.50 | ||||||
Working Capital Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issue price per warrant | $ 0.50 | ||||||
Debt instrument face amount | $ 1 | ||||||
Private Placement Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued | 6,800,000 | ||||||
Issue price per warrant | $ 0.50 | ||||||
Gross proceeds from warrants | $ 3,400,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment For Overhead And Administration Support | 10,000 | ||||||
Sponsor [Member] | Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument face amount | $ 300,000 | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,000,000 | ||
Deferred Underwriting Commissions | $ 4,025,000 | $ 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 | 1,500,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting discount per share | $ 0.20 | $ 0.20 | |
Underwriting discount | $ 2,300,000 | ||
Deferred underwriting commissions per share | $ 0.35 | $ 0.35 | |
Deferred Underwriting Commissions | $ 4,000,000 | $ 4,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021shares | |
Convertible Notes Payable [Member] | |
Conversion of notes payable shares issued warrants | (600,000) |
Private Placement Warrants [Member] | |
Class of warrant or right issued during the period shares | (6,800,000) |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||
Oct. 31, 2019 | Mar. 31, 2021 | 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 | 4,375,000 | |||
Common stock outstanding | 4,405,212 | 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 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | ||||
Public shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock outstanding | 11,500,000 | 11,500,000 | |||
Insider shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Common stock outstanding | 2,875,000 | 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 | 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 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted Investments | $ 115,008,871 | $ 115,006,035 |
Private warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities—private warrants | 5,180,000 | 5,180,000 |
Level 1 [Member] | US Treasury Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted Investments | 115,008,871 | 115,006,035 |
Level 3 [Member] | Private warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities—private warrants | $ 5,180,000 | $ 5,180,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Mar. 31, 2021yr | Dec. 31, 2020yr |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2,000 | 2,000 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.85 | 0.85 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jul. 15, 2020 | Mar. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Transfers between levels | $ 0 | |
Increase to the derivative warrant liabilities | $ 3,500,000 | |
Fair Value adjustment of warrants | $ 0 |