Document and Entity Information
Document and Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2020 | May 21, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | AppHarvest, Inc. | ||
Entity Current Reporting Status | Yes | ||
Transition Report | false | ||
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 Common Stock, Shares Outstanding | 100,253,268 | ||
Entity Central Index Key | 0001807707 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Amendment Description | Amendment No. 1 | ||
Entity Public Float | $ 8,612,336 | ||
Common Stock | |||
Document Information [Line Items] | |||
Trading Symbol | APPH | ||
Title of 12(b) Security | Common stock par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for shares of Common Stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Trading Symbol | APPHW | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for shares of Common Stock at an exercise price of $11.50 per share | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 311,954 |
Prepaid expenses | 77,701 |
Total Current Assets | 389,655 |
Cash and marketable securities held in Trust Account | 100,048,410 |
TOTAL ASSETS | 100,438,065 |
Current Liabilities | |
Accounts payable and Accrued expenses | 3,078,188 |
Total Current Liabilities | 3,078,188 |
Private Warrant liabilities | 16,900,000 |
Total Liabilities | 19,978,188 |
Commitments | |
Common stock subject to possible redemption 12,650,000 shares at redemption value | 126,500,000 |
Stockholders' Deficit | |
Accumulated deficit | (46,040,123) |
Total Stockholders' Equity | (46,040,123) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 100,438,065 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
CONSOLIDATED BALANCE SHEET | |
Common stock subject to possible redemption, shares | 12,650,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 30,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS | 10 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
CONSOLIDATED STATEMENT OF OPERATIONS | ||
Formation and operating costs | $ 3,584,271 | |
Loss from operations | (3,584,271) | |
Other (expense) income: | ||
Change in fair value of Private Warrant liabilities | (13,650,000) | |
Interest income - bank | 119 | |
Interest earned on marketable securities held in Trust Account | (48,410) | |
Other (expense) income, net | (13,601,471) | |
Loss before income tax | (17,185,742) | |
Net Loss | $ (17,185,742) | |
Weighted average shares outstanding, basic and diluted (1) | shares | 10,145,349 | [1] |
Basic and diluted net loss per common share | $ / shares | $ (1.69) | |
[1] | Excludes an aggregate of 12,650,000 shares subject to possible redemption. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Dec. 31, 2020 | Dec. 30, 2020 |
CONSOLIDATED STATEMENT OF OPERATIONS | ||
Common stock subject to possible redemption, shares | 12,650,000 | 9,235,987 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 10 months ended Dec. 31, 2020 - USD ($) | Common Stock | Paid in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Mar. 04, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to initial stockholders | $ 287 | 24,713 | 25,000 | |
Issuance of common stock to initial stockholders (in shares) | 2,875,000 | |||
Issuance of Representative Shares | $ 15 | 15 | ||
Issuance of Representative Shares (in shares) | 150,000 | |||
Forfeiture of Founder Shares | $ (37) | 37 | ||
Forfeiture of Founder Shares (in shares) | (375,000) | |||
Sales of 10,000,000 Units, net of underwriter discounts and fees | $ 1,000 | 97,619,604 | $ 97,620,604 | |
Sales of 10,000,000 Units, net of underwriter discounts and fees (in shares) | 10,000,000 | 10,000,000 | ||
Common stock subject to redemption | $ (1,265) | (97,644,354) | (28,854,381) | $ (126,500,000) |
Common stock subject to redemption (in shares) | (12,650,000) | |||
Net Loss | (17,185,742) | (17,185,742) | ||
Balance at the Ending at Dec. 31, 2020 | $ 0 | $ 0 | $ (46,040,123) | $ (46,040,123) |
Balance at the Ending (in shares) at Dec. 31, 2020 | 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flow from Operating Activities: | |
Net loss | $ (17,185,742) |
Adjustments to reconcile net loss to net cash used in operating activities | |
Change in fair value of Private Warrant liabilities | 13,650,000 |
Interest earned on marketable securities held in Trust Account | (48,410) |
Changes in operating assets and liabilities | |
Prepaid expenses | (77,701) |
Accounts payable and accrued expenses | 3,078,188 |
Net cash used in operating activities | (583,665) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (100,000,000) |
Net cash used in investing activities | (100,000,000) |
Cash Flow from Financing Activities: | |
Proceeds from initial stockholders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 98,000,000 |
Proceeds from sale of Private Warrants | 3,250,000 |
Proceeds from issuance of Representative Shares | 15 |
Proceeds from promissory note - related party | 97,525 |
Repayment of promissory note - related party | (97,525) |
Payment of deferred offering costs | (379,396) |
Net cash provided in financing activities | 100,895,619 |
Net change in cash | 311,954 |
Cash - Ending | 311,954 |
Non-Cash Investing and Financing Activities: | |
Initial classification of common stock subject to possible redemption | $ 126,500,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 10 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 Novus Capital Corporation (the “Company”) was incorporated in Delaware on March 5, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). ORGA, Inc., a Delaware corporation, is a wholly owned subsidiary of the Company (“Merger Sub”) (see Note 7). The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID‑19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID‑19. A significant outbreak of COVID- 19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID‑19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID‑19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID‑19 and the actions to contain COVID‑19 or treat its impact, among others. If the disruptions posed by COVID‑19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. Our activities since May 19, 2020, have consisted of the search and evaluation of potential targets in contemplation of a business combination. All activity for the period from March 5, 2020 (inception) through May 18, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. On September 28, 2020, the Company entered into a proposed business combination with AppHarvest, Inc. (“AppHarvest”) (see Note 7). The registration statement for the Company’s Initial Public Offering was declared effective on May 14, 2020. On May 19, 2020, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, with each Unit consisting of one share of common stock and one warrant (“Public Warrant”), generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,250,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Company’s founding stockholders (the “Sponsors”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,250,000, which is described in Note 5. Following the closing of the Initial Public Offering on May 19, 2020, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States, and 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 (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs amounted to $2,456,726 consisting of $2,000,000 of underwriting fees and $456,726 of other offering costs. In addition, as of December 31, 2020, cash of $311,954 was held outside of the Trust Account and is available for working capital purposes. 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 Warrants, although substantially all net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s initial stockholders and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6), Representative Shares (as defined in Note 8) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The initial stockholders and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Representative Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until November 19, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In order to protect the amounts held in the Trust Account, the Company’s Chief Financial Officer has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2020, the Company had $311,954 in its operating bank accounts, $100,048,410 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $2,606,959, which excludes franchise and income taxes payable as this amount can be paid from the interest earned in the Trust Account. As of December 31, 2020, approximately $48,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 19, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 10 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF FINANCIAL STATEMENTS | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 2 – RESTATEMENT OF FINANCIAL STATEMENTS On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). The SEC Staff Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. Historically, all of the Company’s Public Warrants and Private Warrants, which were issued in relation to its IPO on May 19, 2021 and are further described in Note 8 to these consolidated financial statements, were reflected as a component of equity within our consolidated balance sheets. In light of the SEC Staff Statement, the Company re-assessed our accounting for the Public and Private Warrants. Based the on our re-assessment, the Company determined that the Private Warrants should be classified as liabilities and measured at fair value, with subsequent changes in fair value reported in the statement of operations for each reporting period. The Company determined that there was no impact to the historical accounting for the Public Warrants, and these continue to be properly reflected as a component of stockholders’ equity consistent with historical practice. As a result of this restatement, the Private Warrants are now reflected as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statement of operations for the period from March 5, 2020 (Inception) through December 31, 2020. Both the Public Warrants and the Private Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Private Warrants recognized. The Company previously determined the common stock subject to redemption to be equal to the redemption value of approximately $10 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001, which resulted in 9,235,987 shares of common stock being recorded in temporary equity at an amount of $92,359,870. Upon consideration of the impact of the private placement proceeds described in Note 7 – Commitments and the resulting increase in net tangible assets, the Company determined that the redemption value includes all 12,650,000 shares of common stock and an amount of $126,500,000 of common stock subject to possible redemption has been reflected in the Company’s consolidated balance sheet as of December 31, 2020, with corresponding adjustments to additional paid-in capital, common stock and accumulated deficit. As common stock subject to redemption is deemed an equity instrument for income tax purposes, there is no tax accounting relating to changes in the amount of common stock subject to redemption. The impact of the restatement on the Balance Sheet, Statement of Operations and Statement of Cash Flows for the Affected Period is presented below: As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 100,438,065 $ — $ 100,438,065 Liabilities and stockholders’ equity Total current liabilities 3,078,188 — 3,078,188 Private Warrant liabilities — 16,900,000 16,900,000 Total liabilities 3,078,188 16,900,000 19,978,188 Common stock, shares subject to possible redemption 92,359,870 34,140,130 126,500,000 Stockholders’ equity Preferred stock, $0.0001 par value — — — Common stock, $0.0001 par value 341 (341) — Additional paid in capital 8,458,078 (8,458,078) — Accumulated deficit (3,458,412) (42,581,711) (46,040,123) Total stockholders’ equity 5,000,007 (54,040,130) (46,040,123) Total liabilities and stockholders’ equity 100,438,065 — 100,438,065 For the Period from March 5, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Consolidated Statement of Operations Loss from operations $ (3,506,941) $ (77,330) $ (3,584,271) Other (expense)/income: Change in fair value of Private Warrant liabilities — (13,650,000) (13,650,000) Interest income-bank 119 — 119 Interest earned on marketable securities held in Trust Account 48,410 — 48,410 Other income, net 48,529 (13,650,000) (13,601,471) Loss before income tax (3,458,412) (13,727,330) (17,185,742) Income tax expense — — — Net loss $ (3,458,412) $ (13,727,330) $ (17,185,742) Weighted average shares, basic and diluted 2,959,790 7,185,559 10,145,349 Basic and diluted net loss per common share $ (1.17) $ (0.53) $ (1.69) For the Period from March 5, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,458,412) $ (13,727,330) $ (17,185,742) Net cash used in operating activities (506,335) (77,330) (583,665) Net cash used in investing (100,000,000) — (100,000,000) Net cash provided by financing 100,818,289 77,330 100,895,619 Net change in cash $ 311,954 $ — $ 311,954 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 10 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 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 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 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds. Derivative Warrant Liabilities The Company accounts for its Private Warrants in accordance with ASC 815-40, under which the Company has determined that the Private Warrants are recognized as liabilities at fair value and subject to re-measurement at each balance sheet date until exercised. Changes in fair value of the Private Warrants is recognized in the Company’s Statement of Operations. The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model (see Note 10). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with guidance in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to 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 considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 includes 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 process 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number redeemable of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 13,250,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, 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 | 10 Months Ended |
Dec. 31, 2020 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 4 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 10 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public offering, the Sponsors and EarlyBirdCapital purchased 3,250,000 Private Warrants (2,750,000 private warrants by our Sponsors and/or their designees and 500,000 Private Warrants by EarlyBirdCapital and/or its designees) at a price of $1.00 per Private Warrant. The proceeds from the private placement of the Private Warrants were added to the proceeds of the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 10 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In March 2020, the initial stockholders purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative Shares). As a result of the underwriters’ election to not exercise their over-allotment option on May 19, 2020, the 375,000 Founder Shares were forfeited. The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party In March 2020, the Company issued an unsecured promissory note to Robert J. Laikin, the Company’s Chairman (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 1, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. The outstanding amount of $97,525 was repaid on May 19, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, or certain of the Company’s officers, directors or initial stockholders or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. |
COMMITMENTS
COMMITMENTS | 10 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
COMMITMENTS | NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration of rights agreement entered into on May 19, 2020, the holders of the Founder Shares and Representative Shares, as well as the holders of the Private Warrants and any warrants that may be issued in payment of Working Capital Loans made to the Company (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 can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Warrants and warrants issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or an aggregate of $3,500,000 (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the Initial Public Offering that assist the Company in identifying and consummating a Business Combination. EarlyBirdCapital will also receive a cash fee equal to 1% of the consideration issued to the target business, if a Business Combination is consummated with a target business introduced by EarlyBirdCapital. Merger Agreement On September 28, 2020, the Company, Merger Sub, and AppHarvest entered into a business combination agreement and plan of reorganization (the “AppHarvest Business Combination Agreement”), pursuant to which AppHarvest will be merged with and into Merger Sub (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with AppHarvest surviving the Merger as a wholly owned subsidiary of the Company (the “Surviving Corporation”). Immediately prior to the effective time of the Merger (the “Effective Time”), the Company shall assume certain convertible notes issued by AppHarvest after the date of the AppHarvest Business Combination Agreement and before the Effective Time with an aggregate principal balance up to $30,000,000 (the “Company Interim Period Convertible Notes”) and cause the outstanding principal and unpaid accrued interest due on such Company Interim Period Convertible Notes outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Novus Common Stock at a purchase price of $9.50 per share, and such converted Company Interim Period Convertible Notes will no longer be outstanding and will cease to exist. All of the Company Interim Period Convertible Notes converted into shares of Novus Common Stock shall no longer be outstanding and shall cease to exist, any liens securing obligations under the Company Interim Period Convertible Notes shall be released and each holder of Company Interim Period Convertible Notes shall thereafter cease to have any rights with respect to such securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, AppHarvest or the holders of any of AppHarvest’s securities, each share of AppHarvest Common Stock issued and outstanding immediately prior to the Effective Time (including shares of AppHarvest Common Stock resulting from the conversion of AppHarvest Preferred Stock and each AppHarvest restricted share) will be canceled and converted into the right to receive the number of shares of the Company’s common stock (“Novus Common Stock”) equal to the quotient obtained by dividing (a) 50,000,000 by (b) the total number of shares of AppHarvest Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to AppHarvest Common Stock basis, and including, without limitation or duplication, the number of shares of AppHarvest Common Stock issuable upon conversion of the AppHravest Preferred Stock, AppHarvest restricted shares, the number of shares of AppHarvest Common Stock subject to unexpired, issued and outstanding AppHarvest RSUs, AppHarvest Options or any other AppHarvest Share Award and the number of shares of AppHravest Common Stock issuable with respect to any issued and outstanding Company Interim Securities, excluding any shares issuable upon the conversion of up to $30 million in aggregate principal amount of Company Interim Period Convertible Notes (the “Exchange Ratio”); provided, however, that each share of Novus Common Stock issued in exchange for AppHarvest restricted shares shall be subject to the terms and conditions giving rise to a substantial risk of forfeiture that applied to such AppHarvest restricted shares immediately prior to the Effective Time to the extent consistent with the terms of such AppHarvest restricted shares. On September 28, 2020, the Company executed Subscription Agreements with subscribers for the sale of an aggregate of 37,500,000 shares of the Company’s common stock at a purchase price of $10.00 per share for aggregate gross proceeds of $375.0 million, in a private placement (the “PIPE”). The closing of the PIPE will occur contemporaneously with the consummation of the Merger. The Proposed Transactions will be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions as further described in the AppHarvest Business Combination Agreement (see Note 9). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 10 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020, there were 000 shares of common stock issued and outstanding, excluding 12,650,000 shares of common stock subject to possible redemption. Warrants — The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption; · if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and · if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. 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. The Public Warrants were determined to be equity classified in accordance with U.S. GAAP. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As a result of the provisions in the warrant agreement that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions preclude the Private Warrant from being classified in equity and thus the Private Warrants are classified as a liability and remeasured at fair value at each reporting date. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Representative Shares In March 2020, the Company issued to the designees of EarlyBirdCapital 150,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,304 based upon the price of the Founder Shares issued to the initial stockholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
INCOME TAX
INCOME TAX | 10 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
INCOME TAX | NOTE 9 — INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020. The Company’s deferred tax asset is as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 88,799 Total deferred tax assets 88,799 Valuation allowance (88,799) Deferred tax asset, net of allowance $ — The income tax benefit consists of the following: December 31, 2020 Federal Current $ — Deferred (71,849) State Current $ — Deferred (16,950) Change in valuation allowance 88,799 Income tax provision $ — As of December 31, 2020, the Company had $342,139 of U.S. federal and $390,549 of state net operating loss carryovers available to offset future taxable income. The federal NOL has an indefinite life while the state net operating loss carryovers will expire by 2040. 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 period from March 5, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $88,799. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 4.3 % Change in fair value of Private Warrant liability (20.2) % Business Combination expenses (4.6) % Change in valuation allowance (0.5) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Indiana to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 10 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 — 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: Level 2: Level 3: The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model at each measurement date. The Company recognized a charge of $13,650,000 to the statement of operations resulting from an increase in the fair value of the Private Warrant liabilities from the fair value of $3,250,000 at issuance on May 19, 2020 to $16,900,000 as of December 31, 2020. At Issuance As of December (May 19, 2020) 31, 2020 Exercise price 11.50 11.50 Stock price 10.00 15.65 Volatility 22.0 % 22.0 % Probability of completing a Business Combination 68 % 97.5 % Term in years 5 5 Risk-free rate 0.35 % 0.36 % Dividend yield — — 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Marketable securities held in Trust Account $ 100,048,410 Liabilities: Private Warrant liabilities $ 16,900,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 10 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 29, 2021, (the “Closing Date”), the Company consummated the AppHarvest Business Combination Agreement pursuant to which AppHarvest Operations, Inc., a Delaware corporation (f/k/a AppHarvest, Inc.) (“Legacy AppHarvest”) was merged with and into Merger Sub, with Legacy AppHarvest surviving the Merger as a wholly owned subsidiary of the Company. On the Closing Date, the Company changed its name to AppHarvest, Inc. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 10 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 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 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 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for its Private Warrants in accordance with ASC 815-40, under which the Company has determined that the Private Warrants are recognized as liabilities at fair value and subject to re-measurement at each balance sheet date until exercised. Changes in fair value of the Private Warrants is recognized in the Company’s Statement of Operations. The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model (see Note 10). |
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 guidance in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to 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 considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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 includes 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 process 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations. |
Net Loss per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number redeemable of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 13,250,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, 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. |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF FINANCIAL STATEMENTS | |
Schedule of impact of the restatement on financial statements | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 100,438,065 $ — $ 100,438,065 Liabilities and stockholders’ equity Total current liabilities 3,078,188 — 3,078,188 Private Warrant liabilities — 16,900,000 16,900,000 Total liabilities 3,078,188 16,900,000 19,978,188 Common stock, shares subject to possible redemption 92,359,870 34,140,130 126,500,000 Stockholders’ equity Preferred stock, $0.0001 par value — — — Common stock, $0.0001 par value 341 (341) — Additional paid in capital 8,458,078 (8,458,078) — Accumulated deficit (3,458,412) (42,581,711) (46,040,123) Total stockholders’ equity 5,000,007 (54,040,130) (46,040,123) Total liabilities and stockholders’ equity 100,438,065 — 100,438,065 For the Period from March 5, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Consolidated Statement of Operations Loss from operations $ (3,506,941) $ (77,330) $ (3,584,271) Other (expense)/income: Change in fair value of Private Warrant liabilities — (13,650,000) (13,650,000) Interest income-bank 119 — 119 Interest earned on marketable securities held in Trust Account 48,410 — 48,410 Other income, net 48,529 (13,650,000) (13,601,471) Loss before income tax (3,458,412) (13,727,330) (17,185,742) Income tax expense — — — Net loss $ (3,458,412) $ (13,727,330) $ (17,185,742) Weighted average shares, basic and diluted 2,959,790 7,185,559 10,145,349 Basic and diluted net loss per common share $ (1.17) $ (0.53) $ (1.69) For the Period from March 5, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (3,458,412) $ (13,727,330) $ (17,185,742) Net cash used in operating activities (506,335) (77,330) (583,665) Net cash used in investing (100,000,000) — (100,000,000) Net cash provided by financing 100,818,289 77,330 100,895,619 Net change in cash $ 311,954 $ — $ 311,954 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of company's deferred tax asset | The Company’s deferred tax asset is as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 88,799 Total deferred tax assets 88,799 Valuation allowance (88,799) Deferred tax asset, net of allowance $ — |
Schedule of income tax benefit | The income tax benefit consists of the following: December 31, 2020 Federal Current $ — Deferred (71,849) State Current $ — Deferred (16,950) Change in valuation allowance 88,799 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 4.3 % Change in fair value of Private Warrant liability (20.2) % Business Combination expenses (4.6) % Change in valuation allowance (0.5) % Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model at each measurement date | The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model at each measurement date. The Company recognized a charge of $13,650,000 to the statement of operations resulting from an increase in the fair value of the Private Warrant liabilities from the fair value of $3,250,000 at issuance on May 19, 2020 to $16,900,000 as of December 31, 2020. At Issuance As of December (May 19, 2020) 31, 2020 Exercise price 11.50 11.50 Stock price 10.00 15.65 Volatility 22.0 % 22.0 % Probability of completing a Business Combination 68 % 97.5 % Term in years 5 5 Risk-free rate 0.35 % 0.36 % Dividend yield — — |
Summary of Company's assets that are measured at fair value on a recurring basis | December 31, Description Level 2020 Assets: Marketable securities held in Trust Account $ 100,048,410 Liabilities: Private Warrant liabilities $ 16,900,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Sep. 28, 2020 | May 19, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 37,500,000 | 10,000,000 | |
Price per share | $ 10 | $ 9.20 | |
Proceeds from issuance of units | $ 375,000,000 | ||
Number of warrants to purchase shares issued | 3,250,000 | ||
Price of warrants | $ 1 | ||
Proceeds from issuance of warrants | $ 3,250,000 | ||
Transaction costs | $ 2,456,726 | ||
Underwriting fees | 2,000,000 | ||
Other offering costs | $ 456,726 | ||
Cash held outside of the Trust Account | $ 311,954 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible assets upon consummation of the Company's initial Business Combination | $ 5,000,001 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold business days for redemption of public shares | 10 days | ||
Operating bank accounts | $ 311,954 | ||
Securities held in the Trust | 100,048,410 | ||
Working capital deficit | 2,606,959 | ||
Deposit in trust account | $ 48,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 10,000,000 | ||
Price per share | $ 10 | $ 18 | |
Proceeds from issuance of units | $ 100,000,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 3,250,000 | ||
Price of warrants | $ 1 | ||
Proceeds from issuance of warrants | $ 3,250,000 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Dec. 30, 2020 | Mar. 04, 2020 |
Balance Sheet | |||
TOTAL ASSETS | $ 100,438,065 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 3,078,188 | ||
Private Warrant liabilities | 16,900,000 | ||
Total Liabilities | 19,978,188 | ||
Common stock, shares subject to possible redemption | 126,500,000 | $ 92,359,870 | |
Stockholders' Deficit | |||
Accumulated deficit | (46,040,123) | ||
Total Stockholders' Equity | (46,040,123) | $ 0 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 100,438,065 | ||
Preferred stock, par value | $ 0.0001 | ||
Common stock, par value | $ 0.0001 | ||
As Previously Reported | |||
Balance Sheet | |||
TOTAL ASSETS | $ 100,438,065 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 3,078,188 | ||
Total Liabilities | 3,078,188 | ||
Common stock, shares subject to possible redemption | 92,359,870 | ||
Stockholders' Deficit | |||
Common stock, $0.0001 par value | 341 | ||
Additional paid in capital | 8,458,078 | ||
Accumulated deficit | (3,458,412) | ||
Total Stockholders' Equity | 5,000,007 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 100,438,065 | ||
Restatement Adjustment | |||
Liabilities and stockholders' equity | |||
Private Warrant liabilities | 16,900,000 | ||
Total Liabilities | 16,900,000 | ||
Common stock, shares subject to possible redemption | 34,140,130 | ||
Stockholders' Deficit | |||
Common stock, $0.0001 par value | (341) | ||
Additional paid in capital | (8,458,078) | ||
Accumulated deficit | (42,581,711) | ||
Total Stockholders' Equity | $ (54,040,130) |
RESTATEMENT OF FINANCIAL STAT_4
RESTATEMENT OF FINANCIAL STATEMENTS - Consolidated Statement of Operations (Details) | 10 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Consolidated Statement of Operations | ||
Loss from operations | $ (3,584,271) | |
Other (expense) income: | ||
Change in fair value of Private Warrant liabilities | (13,650,000) | |
Interest income - bank | 119 | |
Interest earned on marketable securities held in Trust Account | (48,410) | |
Other (expense) income, net | (13,601,471) | |
Loss before income tax | (17,185,742) | |
Net Loss | $ (17,185,742) | |
Weighted average shares, basic and diluted | shares | 10,145,349 | [1] |
Basic and diluted net loss per common share | $ / shares | $ (1.69) | |
As Previously Reported | ||
Consolidated Statement of Operations | ||
Loss from operations | $ (3,506,941) | |
Other (expense) income: | ||
Interest income - bank | 119 | |
Interest earned on marketable securities held in Trust Account | (48,410) | |
Other (expense) income, net | 48,529 | |
Loss before income tax | (3,458,412) | |
Net Loss | $ (3,458,412) | |
Weighted average shares, basic and diluted | shares | 2,959,790 | |
Basic and diluted net loss per common share | $ / shares | $ (1.17) | |
Restatement Adjustment | ||
Consolidated Statement of Operations | ||
Loss from operations | $ (77,330) | |
Other (expense) income: | ||
Change in fair value of Private Warrant liabilities | (13,650,000) | |
Other (expense) income, net | (13,650,000) | |
Loss before income tax | (13,727,330) | |
Net Loss | $ (13,727,330) | |
Weighted average shares, basic and diluted | shares | 7,185,559 | |
Basic and diluted net loss per common share | $ / shares | $ (0.53) | |
[1] | Excludes an aggregate of 12,650,000 shares subject to possible redemption. |
RESTATEMENT OF FINANCIAL STAT_5
RESTATEMENT OF FINANCIAL STATEMENTS - Statement of Cash Flows (Details) | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ (17,185,742) |
Net cash used in operating activities | (583,665) |
Net cash used in investing activities | (100,000,000) |
Net cash provided in financial activities | 100,895,619 |
Net change in cash | 311,954 |
As Previously Reported | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | (3,458,412) |
Net cash used in operating activities | (506,335) |
Net cash used in investing activities | (100,000,000) |
Net cash provided in financial activities | 100,818,289 |
Net change in cash | 311,954 |
Restatement Adjustment | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | (13,727,330) |
Net cash used in operating activities | (77,330) |
Net cash provided in financial activities | $ 77,330 |
RESTATEMENT OF FINANCIAL STAT_6
RESTATEMENT OF FINANCIAL STATEMENTS - Additional information (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2020 | Dec. 30, 2020 | |
RESTATEMENT OF FINANCIAL STATEMENTS | ||
Redemption value of per share | $ 10 | |
Minimum Net Tangible Assets Upon Consummation Of The Company'S Initial Business Combination | $ 5,000,001 | |
Shares of common stock subject to possible redemption | 12,650,000 | 9,235,987 |
Common stock, shares subject to possible redemption | $ 126,500,000 | $ 92,359,870 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | 10 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Shares subject to forfeiture to the extent that the underwriters' over-allotment is not exercised | 375,000 | 13,250,000 |
Federal Depository Insurance Coverage | $ 250,000 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Sep. 28, 2020 | Dec. 31, 2020 |
PUBLIC OFFERING | ||
Number of units issued | 37,500,000 | 10,000,000 |
Issue price of a unit | $ 10 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 10 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Related Party Transaction | |
Number of warrants to purchase shares issued | 3,250,000 |
Price of warrants | $ / shares | $ 1 |
Sponsors and/or their designees | |
Related Party Transaction | |
Number of warrants to purchase shares issued | 2,750,000 |
EarlyBirdCapital and/or its designees | |
Related Party Transaction | |
Number of warrants to purchase shares issued | 500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 19, 2020shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)item$ / sharesshares |
Related Party Transaction [Line Items] | |||
Issuance of common stock to initial shareholders | $ | $ 25,000 | $ 25,000 | |
Shares subject to forfeiture to the extent that the underwriters' over-allotment is not exercised | 375,000 | 13,250,000 | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Number of shares for forfeited | 375,000 | ||
Threshold Percentage Of Founder Shares Subject To Certain Limited Exceptions, Not To Transfer, Assign Or Sell | 50.00% | ||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares purchased by founder | 2,875,000 | 2,875,000 | |
Issuance of common stock to initial shareholders | $ | $ 287 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 1 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | May 19, 2020 | |
Promissory Note | |||
Related Party Transaction [Line Items] | |||
Aggregate principal amount | $ 150,000 | ||
Outstanding amount of the promissory note | $ 97,525 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loans Convertible Into Warrants | $ 1,500,000 | ||
Price of warrants (in dollars per share) | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Sep. 28, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
COMMITMENTS | ||
Percentage of cash Fee upon gross proceeds | 3.50% | |
Cash fee allocated to third parties | $ 3,500,000 | |
Percentage of Cash Fee Allocated To Third Parties | 30.00% | |
Share Price | $ / shares | $ 10 | $ 9.20 |
Number of units issued | shares | 37,500,000 | 10,000,000 |
Aggregate gross proceeds | $ 375,000,000 | |
AppHarvest Business Combination Agreement [Member] | Company Interim Period Convertible Notes | ||
COMMITMENTS | ||
Share Price | $ / shares | $ 9.50 | |
Quotient obtained for right to receive shares of common stock | 50,000,000 | |
AppHarvest Business Combination Agreement [Member] | Maximum | Company Interim Period Convertible Notes | ||
COMMITMENTS | ||
Aggregate principal balance | $ 30,000,000 | |
Early Bird Capital | ||
COMMITMENTS | ||
Percentage of Cash Fee Allocated To Third Parties | 1.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 10 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 28, 2020 | May 19, 2020 | |
Preferred stock shares authorized | 1,000,000 | ||||
Preferred stock shares par value | $ 0.0001 | ||||
Preferred stock shares issued | 0 | ||||
Preferred stock shares outstanding | 0 | ||||
Common stock shares authorized | 30,000,000 | ||||
Common stock shares par value | $ 0.0001 | ||||
Common Stock Shares Issued | 0 | ||||
Common Stock Shares Outstanding | 3,414,013 | ||||
Temporary Equity Shares Outstanding | 12,650,000 | ||||
Shares subject to forfeiture to the extent that the underwriters' over-allotment is not exercised | 375,000 | 13,250,000 | |||
Warrants exercisable term from the closing of the public offering | 30 days | ||||
Warrants exercisable for cash | $ 0 | ||||
Warrants exercise price | $ 11.50 | ||||
Redemption price per warrant | $ 0.01 | ||||
Closing price of share for threshold trading days | 20 days | ||||
Closing price of share for threshold consecutive trading days | 30 days | ||||
Price per share | $ 9.20 | $ 10 | |||
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | ||||
IPO | |||||
Warrants exercisable term from the closing of the public offering | 12 months | ||||
Price per share | $ 18 | $ 10 | |||
Maximum | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||
Minimum | |||||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||||
Representative Shares | |||||
Issuance of common stock to initial stockholders (in shares) | 150,000 | ||||
Fair value of shares issued | $ 1,304 | $ 1,304 |
INCOME TAX - Deferred tax asset
INCOME TAX - Deferred tax asset (Details) | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 88,799 |
Total deferred tax assets | 88,799 |
Valuation allowance | $ (88,799) |
INCOME TAX - Income tax benefit
INCOME TAX - Income tax benefit (Details) | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Deferred | $ (71,849) |
State | |
Deferred | (16,950) |
Change in valuation allowance | 88,799 |
U.S. federal | |
State | |
Net operating loss carryovers | 342,139 |
State | |
State | |
Net operating loss carryovers | $ 390,549 |
INCOME TAX - Effective tax rate
INCOME TAX - Effective tax rate (Details) | 10 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 4.30% |
Change in fair value of Private Warrant liability | (20.20%) |
Business Combination expenses | (4.60%) |
Change in valuation allowance | (0.50%) |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | May 19, 2020USD ($)Y | Dec. 31, 2020USD ($)Y |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of Private Warrant liabilities | $ (13,650,000) | |
Fair value of private warrant liabilites | $ 3,250,000 | |
Private Warrant liabilities | $ 16,900,000 | |
Exercise Price | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Stock Price | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 10 | 15.65 |
Volatility | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 22 | 22 |
Probability of completing a Business Combination | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 68 | 97.5 |
Term in years | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | Y | 5 | 5 |
Risk-free rate | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.35 | 0.36 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial assets that are measured at fair value on a recurring basis (Details) | Dec. 31, 2020USD ($) |
Liabilities | |
Private Warrant liabilities | $ 16,900,000 |
Recurring | Level 1 | |
ASSETS | |
Marketable securities held in Trust Account | 100,048,410 |
Recurring | Level 2 | |
Liabilities | |
Private Warrant liabilities | $ 16,900,000 |