PLBY (PLBY) 10-K 15 Apr 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Mar. 22, 2021	Jun. 30, 2020
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	PLBY Group, Inc.
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PLBY
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 58
Entity Common Stock, Shares Outstanding		33,560,980
Entity Central Index Key	0001803914
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)		Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash		$ 57,732	$ 0
Prepaid expenses		34,334	0
Total Current Assets		92,066	0
Deferred offering costs		0	100,231
Cash and marketable securities held in Trust Account		58,679,991	0
TOTAL ASSETS		58,772,057	100,231
Current liabilities
Accrued expenses		756,770	225
Promissory note - related party		0	100,498
Total Current Liabilities		756,770	103,723
Deferred underwriting fee payable		2,012,430	0
TOTAL LIABILITIES		2,769,200	100,723
Commitments
Common stock subject to possible redemption, 5,002,149 shares at redemption value		51,002,849	0
Stockholders' Equity (Deficit)
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,540,342 and 1,437,500 shares issued and outstanding (excluding 5,002,149 and no shares subject to possible redemption) at at December 31, 2020 and 2019, respectively	[1]	254	144
Additional paid in capital		6,062,048	24,856
Stock subscription receivable		0	(25,000)
Accumulated deficit		(1,062,294)	(492)
Total Stockholders' Equity (Deficit)		5,000,008	(492)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$ 58,772,057	$ 100,231
[1]	At December 31, 2019, includes up to 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2020	Jun. 04, 2020	Jan. 17, 2020	Dec. 31, 2019	Nov. 30, 2019
CONSOLIDATED BALANCE SHEETS
Common stock subject to possible redemption, shares	5,002,149			0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	30,000,000	30,000,000		30,000,000	30,000,000
Common stock, shares issued (in shares)	2,540,342		2,156,250	1,437,500
Common stock, shares outstanding (in shares)	2,540,342		2,156,250	1,437,500
Shares subject to forfeiture				187,500

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Formation and operational costs	$ 492	$ 1,093,833
Loss from operations	(492)	(1,093,833)
Other income:
Interest earned on marketable securities held in Trust Account		31,669
Unrealized gain on marketable securities held in Trust Account		362
Other income, net		32,031
Loss before provision for income taxes	(492)	(1,061,802)
Net loss	$ (492)	$ (1,061,802)
Weighted average shares outstanding, basic and diluted	1,250,000	1,912,761
Basic and diluted net loss per common share (In dollar per share)	$ 0	$ (0.56)
Common stock subject to possible redemption
Other income:
Weighted average shares outstanding, basic and diluted		5,061,856
Basic and diluted net loss per common share (In dollar per share)	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common StockPrivate placement	Common StockSponsor	Common Stock	Additional Paid-in CapitalPrivate placement	Additional Paid-in CapitalSponsor	Additional Paid-in Capital	Stock Subscription ReceivableSponsor	Stock Subscription Receivable	Accumulated DeficitSponsor	Accumulated Deficit	Private placement	Total
Balance at beginning at Nov. 11, 2019				$ 0			$ 0		$ 0		$ 0		$ 0
Balance at beginning (shares) at Nov. 11, 2019				0
Sale of Units	[1]		$ 144			$ 24,856		$ (25,000)		$ 0
Sale of Units (shares)	[1]		1,437,500
Net loss									0		(492)		(492)
Balance at ending at Dec. 31, 2019				$ 144			24,856		(25,000)		(492)		$ (492)
Balance at ending (shares) at Dec. 31, 2019				1,437,500									1,437,500
Collection of stock subscription receivable									$ (25,000)				$ 25,000
Sale of Units		$ 35		$ 575	$ 3,552,375		53,487,066					$ 3,552,410	$ 53,487,641
Sale of Units (shares)		355,241		5,749,800								355,241	5,749,800
Forfeiture of Founder Shares (Shares)				(50)
Sale of unit purchase option							100						$ 100
Common stock subject to possible redemption				$ (500)			(51,002,349)						(51,002,849)
Common stock subject to possible redemption (Shares)				(5,002,149)
Net loss											(1,061,802)		(1,061,802)
Balance at ending at Dec. 31, 2020				$ 254			$ 6,062,048				$ (1,062,294)		$ 5,000,008
Balance at ending (shares) at Dec. 31, 2020				2,540,342									2,540,342
[1]	Includes 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Sale of Units (shares)	5,749,800
Shares subject to forfeiture		187,500
Private placement
Sale of Units (shares)	355,241

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (492)	$ (1,061,802)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(31,669)
Unrealized gain on marketable securities held in Trust Account		(362)
Formation costs paid by Sponsor	267
Changes in operating assets and liabilities:
Prepaid expenses		(34,334)
Accrued expenses		756,545
Income taxes payable	225
Net cash used in operating activities		(371,622)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(58,647,960)
Net cash used in investing activities		(58,647,960)
Cash Flows from Financing Activities:
Proceeds from collection of stock subscription receivable		25,000
Proceeds from sale of Units, net of underwriting discounts paid		56,060,550
Proceeds from sale of Private Units		3,552,410
Proceeds from sale of unit purchase option		100
Proceeds from promissory note - related party		157,206
Repayment of promissory note - related party		(257,704)
Payment of offering costs		(460,248)
Net cash provided by financing activities		59,077,314
Net Change in Cash		57,732
Cash - Beginning	0	0
Cash - Ending	0	57,732
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption		52,064,441
Change in value of common stock subject to possible redemption		(1,061,592)
Deferred underwriting fee payable		$ 2,012,430
Issuance of common stock for stock subscription receivable	25,000
Offering costs included in accrued offering costs	$ 100,231

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS PLBY Group, Inc. (the “Company”), formerly known as Mountain Crest Acquisition Corp (“MCAC”), was incorporated in Delaware on November 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Business Combination On February 10, 2021, Mountain Crest Acquisition Corp, a Delaware corporation (" MCAC " and, after the consummation of the Business Combination as described below, " PLBY " or the " Company "), consummated the previously announced acquisition of all of the issued and outstanding shares of Playboy Enterprises, Inc., a Delaware corporation (" Playboy "), in accordance with that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the " Merger Agreement "), by and among MCAC, MCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of MCAC which was incorporated on September 16, 2020 (" Merger Sub "), Playboy and Suying Liu, Chief Executive Officer of MCAC. On February 10, 2021 (the " Closing Date "), as contemplated in the Merger Agreement, Merger Sub merged with and into Playboy, with Playboy surviving as a wholly-owned subsidiary of MCAC (the " Business Combination "). In addition, in connection with the closing of the Business Combination (the " Closing "), MCAC changed its name to "PLBY Group, Inc." The Merger will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Under this method of accounting, MCAC will be treated as the "acquired" company for accounting purposes and the Business Combination will be treated as the equivalent of Playboy issuing stock for the net assets of MCAC, accompanied by a recapitalization. The net assets of MCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. As a result of and at the Closing, MCAC acquired all of the outstanding Playboy shares for approximately $381.3 million in aggregate consideration, comprising (i) 23,920,000 shares of MCAC’s Common Stock, based on a price of $10.00 per share, subject to adjustment as described below, and (ii) the assumption of no more than $142.1 million of Playboy. At the Closing, Playboy filed a certificate of merger with the Secretary of State of the State of Delaware (the “ Certificate of Merger ”), executed in accordance with the relevant provisions of the General Corporation Law of the State of Delaware. The Business Combination became effective at the time of the filing of the Certificate of Merger (the “ Effective Time ”). At the Effective Time, by virtue of the Business Combination, each Playboy share issued and outstanding immediately prior to the Effective Time was canceled and automatically converted into the right to receive, without interest, such applicable percentage of the consideration issued pursuant to the Merger (“Merger Consideration”) in accordance with the Merger Agreement. Each outstanding Playboy option was assumed by MCAC and automatically converted into an option to purchase such number of shares of common stock equal to the product of (x) the Merger Consideration and (y) the option holder’s respective percentage of the Merger Consideration in accordance with the Merger Agreement, which was reserved for future issuance upon the exercise of such assumed options. Prior to the Effective Time, all then outstanding restricted stock units (“RSUs”) were terminated and converted into a right to receive a number of shares of common stock equal to the product of (x) the Merger Consideration, and (y) the terminated RSU holder’s respective percentage of the Merger Consideration in accordance with the Merger Agreement, which was reserved for future issuance in settlement of such terminated RSUs. No certificates or scrip representing fractional shares were issued pursuant to the Business Combination. As previously announced, on September 30, 2020, concurrently with the execution of the Merger Agreement, MCAC entered into subscription agreements (the " Subscription Agreements ") and registration rights agreements (the " PIPE Registration Rights Agreements "), with certain institutional and accredited investors (collectively, the " PIPE Investors ") pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors collectively subscribed for an aggregate 5,000,000 shares of common stock at $10.00 per share for aggregate gross proceeds of $50.0 million (the " PIPE Investment "). The PIPE Investment was consummated substantially concurrently with the Closing. At the Closing and pursuant to the Merger Agreement, MCAC: · issued an aggregate of 20,916,812 shares of common stock to existing stockholders of Playboy; · assumed Playboy options exercisable for an aggregate of 3,560,541 shares of common stock at a weighted average exercise price of $5.61; and · assumed the obligation to issue shares in respect of terminated Playboy RSUs for an aggregate of 2,045,634 shares of common stock to be settled one year following the Closing Date. Prior to the Business Combination All activity of the Company through December 31, 2020 related to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Playboy. The registration statement for the Company’s Initial Public Offering was declared effective on June 4, 2020. On June 9, 2020, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units” and, with respect to the common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 321,500 units (the "Private Units") at a price of $10.00 per Private Unit in a private placement to Sunlight Global Investment LLC (the "Sponsor") and Chardan Capital Markets, LLC (the "Chardan"), generating gross proceeds of $3,215,000, which is described in Note 4. Following the closing of the Initial Public Offering on June 9, 2020, an amount of $51,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company. On June 19, 2020, the underwriters exercised their over-allotment option in part, resulting in an additional 749,800 Units issued on June 19, 2020 for $7,498,000, less the underwriters' discount of $187,450. In connection with the underwriters' exercise of their over-allotment option, the Company also consummated the sale of an additional 33,741 Private Units at $10.00 per Private Unit, generating total proceeds of $337,410. A total of $7,647,960 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $58,647,960. Transaction costs related to the Business Combination amounted to $4,010,359, consisting of $1,437,450 of underwriting fees, $2,012,430 of deferred underwriting fees and $560,479 of other offering costs.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 320 "Debt and Equity Securities." These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s consolidated balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position, the CARES Act did not have an impact on the financial statements. Net Loss Per Common Share Net earnings (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the rights sold in the Initial Public Offering and Private Placement to purchase an aggregate of 989,990 shares in the calculation of diluted loss per share, since the exercise of the rights are contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. The Company’s statement of operations includes a presentation of earnings (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of earnings (loss) per share. Net income per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net earnings (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Insider Shares (defined below) and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from November 12, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 27,904 $ — Unrealized Gain on Marketable Securities 319 — Income Tax, Franchise Tax, and Regulatory Compliance Fees (28,233) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 5,061,856 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (1,061,802) $ (492) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (1,061,802) $ (492) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,912,761 1,250,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.56) $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,749,800 Units, inclusive of 749,800 Units sold to the underwriters on June 19, 2020 upon the underwriters’ election to partially exercise their option to purchase additional Units, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of common stock and one right ("Public Right"). Each Public Right entitled the holder to receive one-tenth of one share of common stock at the closing of a Business Combination (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 321,500 Private Units at a price of $10.00 per Private Unit, of which 296,500 Private Units were purchased by the Sponsor and 25,000 Private Units were purchased by Chardan for an aggregate purchase price of $3,215,000. On June 19, 2020, the Sponsor and Chardan purchased an additional aggregate amount of 33,741 Private Units, for an aggregate purchase price of $337,410. Each Private Unit consisted of one share of common stock ("Private Share") and one right ("Private Right"). Each Private Right entitled the holder to receive one-tenth of one share of common stock at the closing of the Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company did not complete the Business Combination within the Combination Period, the proceeds from the sale of the Private Units would have been used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities would have expired without any value.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Insider Shares On November 12, 2019, the Company issued 100 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. The Company received payment for the shares on January 28, 2020. Accordingly, as of December 31, 2019, the $25,000 payment due to the Company is recorded as stock subscription receivable in the stockholders' equity (deficit) section of the accompanying balance sheets. On January 17, 2020, the Company effected a share dividend of 21,561.50 shares of common stock for each outstanding share, resulting in 2,156,250 shares of common stock being issued and outstanding. In May 2020, the Company declared a reverse split of one share of common stock for every 1.5 outstanding share of common stock, resulting in 1,437,500 shares of common stock being outstanding (the "Insider Shares"). All share and per share information have been retroactively adjusted to reflect the share dividend and reverse split. The 1,437,500 Insider Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to partially exercise their over-allotment option on June 19, 2020, 50 Founders Shares were forfeited and 187,450 Insider Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until, with respect to 50% of the Insider Shares, the earlier of six months after the date of the consummation of the Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30‑trading day period following the consummation of the Business Combination and, with respect to the remaining 50% of the Insider Shares, six months after the date of the consummation of the Business Combination, or earlier in each case if, subsequent to the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 1, 2019, the Company issued an unsecured promissory note to the Sponsor (the "Promissory Note"), pursuant to which the Company could borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the completion of the Initial Public Offering. Upon the consummation of the Initial Public Offering on June 9, 2020, the Company repaid an aggregate amount of $165,000 under the Promissory Note. At June 9, 2020, there was $92,704 outstanding under the Promissory Note, which amount was repaid on June 11, 2020. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 4, 2020 through the Company’s consummation of the Business Combination, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, the Company incurred and paid $70,000 in fees for these services, of which $10,000 is included in accrued expenses in the accompanying consolidated balance sheet. Related Party Loans In order to finance transaction costs in connection with the Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors were entitled to, but are not obligated to, loan the Company funds from time to time or at any time, as may have been required (“Working Capital Loans”). Each Working Capital Loan was to be evidenced by a promissory note. The Working Capital Loans were to either be paid upon consummation of the Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans could have been converted into private units at a price of $10.00 per unit. The private units would have been identical to the Private Units. In the event that the Business Combination did not close, the Company could have used a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account were to be used to repay the Working Capital Loans. Related Party Extension Loans As discussed in Note 1, the Company could have extended the period of time to consummate the Business Combination up to three times, each by an additional three months (for a total of 21 months to complete the Business Combination). In order to extend the time available for the Company to consummate the Business Combination, the Sponsor or its affiliates or designees were required to deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option was exercised in full ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline, for each three month extension. Any such payments were to be made in the form of a non-interest bearing, unsecured promissory note. Such notes would have either been paid upon consummation of the Business Combination, or, at the relevant insider’s discretion, converted upon consummation of the Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees were not obligated to fund the Trust Account to extend the time for the Company to complete the Business Combination.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2020
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 4, 2020, the holders of the Insider Shares, the Private Units, and any shares that were issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares could elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans could elect to exercise these registration rights at any time commencing on the date that the Company consummated the Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 19, 2020, the underwriters partially exercised their over-allotment option to purchase an additional 749,800 Units at $10.00 per Unit and forfeited the option to exercise the remaining 200 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $2,012,430. The deferred fee became payable to the underwriters from the amounts held in the Trust Account upon the completion of the Business Combination, subject to the terms of the underwriting agreement. The deferred fee was paid upon the closing of the Business Combination. 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 lead underwriters or minimally as a co-manager: (i) for any and all future public and private equity offerings with at least 30% of the economics, or, in the case of a three-handed deal, 20% of the economics, and (ii) for any and all future public and private debt offerings, with at least 15% of the economics. In accordance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement related to the Initial Public Offering.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2020
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock — On June 4, 2020, the Company amended its Certificate of Incorporation such that the Company was authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company's common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 2,540,342 and 1,437,500 shares of common stock issued and outstanding, excluding 5,002,149 and no shares of common stock subject to possible redemption, respectively. Rights — Each holder of a Public Right automatically received one-tenth (1/10) of one share of common stock upon consummation of the Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. Each holder of a Public Right was required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration was required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights were freely tradable (except to the extent held by affiliates of the Company). Had the Company entered into a definitive agreement for the Business Combination in which the Company was not to be the surviving entity, the definitive agreement was to provide for the holders of Public Rights to receive the same per share consideration the holders of the common stock would have received in the transaction on an as-converted into common stock basis. The Company did not issue fractional shares in connection with an exchange of Public Rights. Fractional shares were either rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights have to have held rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of the Business Combination. If the Company was unable to complete the Business Combination within the applicable period and the Company liquidated the funds held in the Trust Account, holders of Public Rights would not have received any of such funds with respect to their Public Rights, nor would they have received any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights would have expired without any value. Further, there were no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of the Business Combination. Additionally, in no event was the Company required to net cash settle the rights. Unit Purchase Option Simultaneously with the closing of the Initial Public Offering and the exercise of the over-allotment option by the underwriters, the Company sold to Chardan, for $100, an option to purchase up to 344,988 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $3,967,362) commencing at any time between the consummation of the Business Combination and June 4, 2025 (see Note 10). The unit purchase option may be exercised for cash or on a cashless basis, at the holder's option, and expires on June 4, 2025. The Units issuable upon exercise of the option are identical to those sold in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders' equity (deficit). The Company estimated that the fair value of the unit purchase option to be approximately $790,000, or $2.63 per Unit, using the Black-Scholes option-pricing model. The fair value of the unit purchase option was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 0.37% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the shares of common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA's NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company's recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of common stock at a price below its exercise price.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2020
INCOME TAX
INCOME TAX	NOTE 8. INCOME TAX The Company’s net deferred tax assets at December 31, 2020 and 2019 were as follows: December 31, 2020 December 31, 2019 Deferred tax assets Net operating loss carryforward $ 49,154 $ — Unrealized gain on marketable securities (6,726) — Total deferred tax assets 42,428 — Valuation Allowance (42,428) — Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2020 and for the period from November 12, 2019 (inception) through December 31, 2019 consisted of the following: December 31, 2020 December 31, 2019 Federal Current $ — $ — Deferred (42,428) — State and Local Current — — Deferred — — Change in valuation allowance (42,428) — Income tax provision $ — $ — As of December 31, 2020 and 2019, the Company had $234,067 and $0, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the change in the valuation allowance was $42,428. For the period from November 12, 2019 (inception) through December 31, 2019, the change in the valuation allowance was $0. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expenses (17.1) % 0.0 % Meals and entertainment 0.0 % 0.3 % Valuation allowance (3.9) % 0.0 % Income tax provision 0.0 % 21.3 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 58,679,991 $ 0

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. As described in Note 1, the Company completed the Business Combination on February 10, 2021. On April 1, 2021, the Company entered into an Aircraft Purchase Agreement (the “APA”) with an unaffiliated, private, third-party seller (“Seller”). Pursuant to the APA, Seller agreed to sell, transfer and deliver to the Company, and the Company agreed to purchase, one used aircraft together with all engines, auxiliary power units, parts, items of equipment, instruments, components and accessories installed therein or thereon (the “Aircraft”), along with certain other assets related to the Aircraft as set forth in the APA. The APA provides for an aggregate purchase price for the Aircraft of $12 million, which includes a generally non-refundable deposit of $500,000, and the balance of the purchase price to be paid in full at the closing of the sale of the Aircraft. The Company will also bear the costs of inspecting and testing the Aircraft prior to closing. In addition, the APA includes customary events of default. In the event of a Seller default under the APA, the Company will generally be entitled to recover its deposit and liquidated damages of $250,000. In the event of a Company default under the APA, Seller will be entitled to retain the Company’s deposit as liquidated damages. In April 2021, Chardan partially exercised the unit purchase option, on a cashless basis, with respect to 247,500 Units for the issuance of 167,252 shares of common stock of the Company, in accordance with the cashless exercise provisions of the unit purchase option.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 320 "Debt and Equity Securities." These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s consolidated balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position, the CARES Act did not have an impact on the financial statements.
Net Loss Per Common Share	Net Loss Per Common Share Net earnings (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the rights sold in the Initial Public Offering and Private Placement to purchase an aggregate of 989,990 shares in the calculation of diluted loss per share, since the exercise of the rights are contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. The Company’s statement of operations includes a presentation of earnings (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of earnings (loss) per share. Net income per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net earnings (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Insider Shares (defined below) and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from November 12, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 27,904 $ — Unrealized Gain on Marketable Securities 319 — Income Tax, Franchise Tax, and Regulatory Compliance Fees (28,233) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 5,061,856 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (1,061,802) $ (492) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (1,061,802) $ (492) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,912,761 1,250,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.56) $ 0.00
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted loss per share	For the Period from November 12, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 27,904 $ — Unrealized Gain on Marketable Securities 319 — Income Tax, Franchise Tax, and Regulatory Compliance Fees (28,233) — Net Earnings $ — $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 5,061,856 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (1,061,802) $ (492) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (1,061,802) $ (492) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,912,761 1,250,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.56) $ 0.00

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2020
INCOME TAX
Schedule of Company's net deferred tax assets	December 31, 2020 December 31, 2019 Deferred tax assets Net operating loss carryforward $ 49,154 $ — Unrealized gain on marketable securities (6,726) — Total deferred tax assets 42,428 — Valuation Allowance (42,428) — Deferred tax assets $ — $ —
Schedule of components of income tax provision	December 31, 2020 December 31, 2019 Federal Current $ — $ — Deferred (42,428) — State and Local Current — — Deferred — — Change in valuation allowance (42,428) — Income tax provision $ — $ —
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate (benefit)	December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Business combination expenses (17.1) % 0.0 % Meals and entertainment 0.0 % 0.3 % Valuation allowance (3.9) % 0.0 % Income tax provision 0.0 % 21.3 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
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 at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2020 2019 Assets: Marketable securities held in Trust Account 1 $ 58,679,991 $ 0

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business Combination (Details) - USD ($)	Jun. 09, 2021	Feb. 10, 2021	Sep. 30, 2020	Jun. 19, 2020	Jun. 09, 2020	Dec. 31, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Number of shares issued						5,749,800
Aggregate gross proceeds						$ 56,060,550
Options exercisable		3,560,541
Options exercise price		$ 5.61
Amount Deposited into Trust Account				$ 7,647,960
Aggregate proceeds held in Trust Account				58,647,960
Transaction Costs				4,010,359
Underwriting fees				1,437,450
Deferred underwriting fees				2,012,430
Amount held in operating bank accounts						$ 57,732	$ 0
Other offering costs				$ 560,479
Private Unit | Forecast Plan
Subsidiary, Sale of Stock [Line Items]
Per unit price	$ 10
RSUs
Subsidiary, Sale of Stock [Line Items]
Terminated Playboy RSU		2,045,634
RSUs | Private Unit
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of units					$ 3,215,000
PIPE Investment
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			5,000,000
Issue price			$ 10
Aggregate gross proceeds			$ 50,000,000
IPO
Subsidiary, Sale of Stock [Line Items]
Per unit price					$ 10.20
Proceeds from sale of units					$ 51,000,000
IPO | Public Shares
Subsidiary, Sale of Stock [Line Items]
Number of units issued					5,000,000
Per unit price					$ 10
Proceeds from sale of units					$ 50,000,000
IPO | Private Unit
Subsidiary, Sale of Stock [Line Items]
Number of units issued					321,500
Per unit price					$ 10
Over allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued				749,800
Per unit price				$ 10
Proceeds from sale of units				$ 7,498,000
Underwriting discount				$ 187,450
Over allotment option | Forecast Plan
Subsidiary, Sale of Stock [Line Items]
Per unit price	$ 0.10
Over allotment option | Minimum | Forecast Plan
Subsidiary, Sale of Stock [Line Items]
Amount Deposited into Trust Account	$ 500,000
Over allotment option | Maximum | Forecast Plan
Subsidiary, Sale of Stock [Line Items]
Amount Deposited into Trust Account	575,000
Amount Deposited into Trust Account, Conditional	$ 575,000
Over allotment option | Private Unit
Subsidiary, Sale of Stock [Line Items]
Number of units issued				33,741
Per unit price				$ 10
Proceeds from sale of units				$ 337,410
Playboy Enterprises, Inc.
Subsidiary, Sale of Stock [Line Items]
Aggregate consideration		$ 381,300,000
Shares issued		23,920,000
Issue price of a share		$ 10
Share consideration		$ 142,100,000
Playboy Enterprises, Inc. | Playboy existing shareholders
Subsidiary, Sale of Stock [Line Items]
Shares issued		20,916,812

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	Dec. 31, 2020	Jun. 09, 2020	Dec. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Unrecognized tax	$ 0		$ 0
Unrecognized Tax, Accrued interest and penalties	$ 0		$ 0
Unit purchase option
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Exercisable units		344,988
Initial public offering and private placement
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Number of shares for which rights convertible	989,990

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Common Share (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest income		$ 31,669
Unrealized Gain on Marketable Securities		362
Net loss	$ (492)	(1,061,802)
Less: Redeemable Net Earnings	0	0
Non-Redeemable Net Loss	$ (492)	$ (1,061,802)
Weighted average shares outstanding, basic and diluted	1,250,000	1,912,761
Basic and diluted net loss per common share	$ 0	$ (0.56)
Common stock subject to possible redemption
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest income	$ 0	$ 27,904
Unrealized Gain on Marketable Securities	0	319
Income Tax, Franchise Tax, and Regulatory Compliance Fees	0	(28,233)
Net Earnings	$ 0	$ 0
Weighted average shares outstanding, basic and diluted	0	5,061,856
Basic and diluted net loss per common share	$ 0	$ 0
Common stock not subject to redemption
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares outstanding, basic and diluted	1,250,000	1,912,761
Basic and diluted net loss per common share	$ 0	$ (0.56)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - Common Stock - IPO	Jun. 19, 2020$ / sharesshares
Subsidiary or Equity Method Investee [Line Items]
Number of units sold	5,749,800
Number of units sold to underwriters	749,800
Price per unit | $ / shares	$ 10
Number of shares in a unit	1
Number of rights in a unit	1
Stock split ratio	0.1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	Jun. 19, 2020USD ($)shares	Dec. 31, 2020USD ($)$ / sharesshares
PRIVATE PLACEMENT
Aggregate purchase price | $		$ 53,487,641
Sponsor
PRIVATE PLACEMENT
Number of units issued		296,500
Chardan
PRIVATE PLACEMENT
Number of units issued		25,000
Aggregate purchase price | $		$ 3,215,000
Private placement
PRIVATE PLACEMENT
Number of units issued		321,500
Price per unit | $ / shares		$ 10
Aggregate purchase price | $		$ 3,552,410
Number of shares in a unit	1
Number of rights in a unit	1
Stock split ratio	0.1
Over allotment option
PRIVATE PLACEMENT
Number of units issued	749,800
Over allotment option | Chardan
PRIVATE PLACEMENT
Number of units issued	33,741
Aggregate purchase price | $	$ 337,410

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 09, 2021	Jun. 19, 2020	Jun. 04, 2020	Jan. 17, 2020	Dec. 01, 2019	Nov. 12, 2019	May 31, 2020	Dec. 31, 2020	Jun. 09, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Number of shares issued								5,749,800
Sale of Units								$ 53,487,641
Share dividend				21,561.50
Shares outstanding				2,156,250				2,540,342		1,437,500
Shares issued				2,156,250				2,540,342		1,437,500
Shares subject to forfeiture										187,500
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		6 months
Stock price trigger to transfer, assign or sell any shares s of the company, after the completion of the initial business combination (in dollars per share)		$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		6 months
Office space, utilities and secretarial and administrative support costs per month			$ 10,000
Expenses incurred								$ 70,000
Payable amount								10,000
Maximum working capital loans								$ 1,500,000
Converted into private units at a price								$ 10
Amount Deposited into Trust Account		$ 7,647,960
Over allotment option
Related Party Transaction [Line Items]
Founders Shares forfeited		50
Founders Shares not subject to forfeited		187,450
Per unit price		$ 10
Private Unit | Over allotment option
Related Party Transaction [Line Items]
Per unit price		$ 10
Forecast Plan | Over allotment option
Related Party Transaction [Line Items]
Per unit price	$ 0.10
Forecast Plan | Minimum | Over allotment option
Related Party Transaction [Line Items]
Amount Deposited into Trust Account	$ 500,000
Forecast Plan | Maximum | Over allotment option
Related Party Transaction [Line Items]
Amount Deposited into Trust Account	575,000
Amount Deposited into Trust Account if the underwriters' over-allotment option is exercised in full	$ 575,000
Forecast Plan | Private Unit
Related Party Transaction [Line Items]
Per unit price	$ 10
Promissory Note
Related Party Transaction [Line Items]
Borrow up to aggregate amount					$ 500,000
Repaid Amount					$ 165,000
Outstanding amount									$ 92,704
Sponsor
Related Party Transaction [Line Items]
Number of shares issued						100
Sale of Units						$ 25,000
Founder shares
Related Party Transaction [Line Items]
Shares outstanding							1,437,500
Reverse split							1.5
Threshold percentage for not to transfer, assign or sell any of their shares after the completion of the initial business combination		50.00%
Founder shares | Sponsor | Common Class B [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture							187,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders							20.00%

COMMITMENTS (Details)

COMMITMENTS (Details)	Feb. 10, 2021USD ($)$ / sharesshares	Jun. 19, 2020USD ($)$ / sharesshares	Jun. 04, 2020USD ($)shares	Dec. 31, 2020
COMMITMENTS
Number of demands to company to register securities | $			2
Period for exercise of right for registration of securities			3 months
Underwriters option period			45 days
Period granted for right of first refusal				15 months
Minimum percentage of right of refusal to act as lead underwriters or co managers for all future public and private equity offerings				30
Percentage of right of refusal for a three handed deal				20.00%
Minimum percentage of right of refusal to act as lead underwriters or co managers for all future public and private equity and debt offerings				15
Maximum period for right of for				3 years
Playboy Enterprises, Inc.
COMMITMENTS
Aggregate consideration | $	$ 381,300,000
Shares issued	23,920,000
Issue price of a share | $ / shares	$ 10
Over allotment option
COMMITMENTS
Additional units offered			750,000
Number of units exercised		749,800
Price per unit | $ / shares		$ 10
Number of units forfeited		200
Deferred fee per unit | $ / shares		$ 0.35
Deferred fee | $		$ 2,012,430

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	Jun. 09, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Jun. 04, 2020$ / sharesshares	Jan. 17, 2020shares	Dec. 31, 2019$ / sharesshares	Nov. 30, 2019$ / sharesshares
STOCKHOLDERS' EQUITY
Common Stock, Shares Authorized | shares		30,000,000	30,000,000		30,000,000	30,000,000
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Voting rights for each share			1
Common Stock, Shares, Issued | shares		2,540,342		2,156,250	1,437,500
Common Stock, Shares, Outstanding | shares		2,540,342		2,156,250	1,437,500
Common stock subject to possible redemption, shares | shares		5,002,149			0
Right shares for each common stock | shares		0.1
Proceeds from units sold | $		$ 100
Payment of offering costs | $		$ 460,248
Unit purchase option
STOCKHOLDERS' EQUITY
Proceeds from units sold | $	$ 100
Exercisable units | shares	344,988
Exercise price per unit | $ / shares	$ 11.50
Aggregate exercise price | $	$ 3,967,362
Fair value | $	$ 790,000
Fair value per unit | $ / shares	$ 2.63
Payment of offering costs | $	$ 100
Fair value of the unit purchase option was estimated as of the date of grant using the following assumptions
Expected volatility rate	35.00%
Risk free interest rate	0.37%
Expected term	5 years

INCOME TAX - Company's net defe

INCOME TAX - Company's net deferred tax assets (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net-operating loss carryforward	$ 49,154	$ 0
Unrealized gain on marketable securities	6,726	0
Total deferred tax assets	42,428	0
Valuation allowance	(42,428)	0
Deferred tax assets	$ 0	$ 0

INCOME TAX - Components of inco

INCOME TAX - Components of income tax provision (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Federal
Current	$ 0	$ 0
Deferred	0	(42,428)
State and Local
Current	0	0
Deferred	0	0
Change in valuation allowance	0	(42,428)
Income tax provision	$ 0	$ 0

INCOME TAX - Effective tax rate

INCOME TAX - Effective tax rate Reconciliation (Details)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
INCOME TAX
Statutory federal income tax rate (as a percent)	21.00%	21.00%
State taxes, net of federal tax benefit (as a percent)	0.00%	0.00%
Business combination expenses (as a percent)	0.00%	(17.10%)
Meals and entertainment (as a percent)	0.30%	0.00%
Valuation allowance (as a percent)	0.00%	(3.90%)
Income tax provision (as a percent)	21.30%	0.00%

INCOME TAX - Additional informa

INCOME TAX - Additional information (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
US Federal
Operating Loss Carryforwards [Line Items]
Operating Loss carryforwards	$ 234,067	$ 0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Recurring | Level 1 | Marketable securities held in Trust Account
FAIR VALUE MEASUREMENTS
Assets	$ 58,679,991	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Events - USD ($)	Apr. 01, 2021	Apr. 30, 2021
Chardan
Subsequent Event [Line Items]
Stock purchase option exercised		247,500
Chardan | Common Stock
Subsequent Event [Line Items]
Stock issued during period shares		167,252
Aircraft Purchase Agreement
Subsequent Event [Line Items]
Aggregate purchase price	$ 12,000,000
Amount of non-refundable deposit	500,000
Amount of recover its deposits and liquidated damges	$ 250,000