Document And Entity Information
Document And Entity Information - USD ($) | 7 Months Ended | |
Dec. 31, 2020 | May 14, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Software Acquisition Group Inc. II | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 183,712,500 | |
Amendment Flag | true | |
Amendment Description | Software Acquisition Group Inc.
II (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 16, 2021, or the Original Filing, to restate our financial statements for the period from June 16, 2020 (inception) through December 31, 2020. We are also restating the financial statements as of September 17, 2020 and as of and for the periods ended September 30, 2020 (together with the financial statements as of and for the period from June 16, 2020 (inception) through December 31, 2020, the “Affected Periods”) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.The restatement results from the Company's prior accounting for its outstanding warrants issued in connection with its initial public offering in September 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common shares would be entitled to cash.In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the audit committee of the Company’s board of directors, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the Affected Periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company's warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Annual Report on Form 10-K/A.The Company has not amended its previously filed Current Report on Form 8-K,Annual Report on Form 10-K or Quarterly Reports on Form 10-Q for the Affected Periods. The financial information that has been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report on Form 10-K/A, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.The restatement is more fully described in Note 2 of the notes to the financial statements included herein. | |
Entity Central Index Key | 0001816048 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-39514 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 1,003,468 |
Prepaid expenses | 184,279 |
Total Current Assets | 1,187,747 |
Marketable securities held in Trust Account | 172,503,002 |
TOTAL ASSETS | 173,690,749 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
Current liabilities—accounts payable and accrued expenses | 232,918 |
Total current liabilities | 232,918 |
Warrant liability | 18,819,750 |
Deferred underwriting fee payable | 6,037,500 |
Total Liabilities | 25,090,168 |
Commitments | |
Class A common stock subject to possible redemption 14,360,058 shares at redemption value | 143,600,580 |
Stockholders’ Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,889,942 issued and outstanding (excluding 14,360,058 shares subject to possible redemption) | 289 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding | 431 |
Additional paid-in capital | 9,361,244 |
Accumulated deficit | (4,361,963) |
Total Stockholders’ Equity | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 173,690,749 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock subject to possible redemption | 14,360,058 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 2,889,942 |
Common stock, shares outstanding | 2,889,942 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 4,312,500 |
Common stock, shares outstanding | 4,312,500 |
Statement of Operations
Statement of Operations | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statement of Financial Position [Abstract] | |
Formation and operating costs | $ 405,128 |
Loss from operations | (405,128) |
Other income (expenses): | |
Interest income—bank | 23 |
Interest earned on marketable securities held in Trust Account | 3,002 |
Change in fair value of warrant liability | (2,264,000) |
Initial public offering costs allocated to warrant liability | (603,860) |
Fair value in excess of warrant purchase consideration | (1,092,000) |
Other expenses, net | (3,956,835) |
Provision for income taxes | |
Net loss | $ (4,361,963) |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | shares | 14,609,255 |
Basic and diluted net loss per share, Common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Common stock (in Shares) | shares | 5,349,259 |
Basic and diluted net loss per share, Common stock (in Dollars per share) | $ / shares | $ (0.82) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 7 months ended Dec. 31, 2020 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning at Jun. 15, 2020 | |||||
Balance at beginning (in Shares) at Jun. 15, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 431 | 24,569 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 4,312,500 | ||||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability | $ 1,725 | 152,935,819 | 152,937,544 | ||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability (in Shares) | 17,250,000 | ||||
Class A common stock subject to possible redemption | $ (1,476) | (147,575,574) | (147,577,050) | ||
Class A common stock subject to possible redemption (in Shares) | (14,757,705) | ||||
Change in value of common stock subject to redemption | $ 40 | 3,976,430 | 3,976,470 | ||
Change in value of common stock subject to redemption (in Shares) | 397,647 | ||||
Net loss | (4,361,963) | (4,361,963) | |||
Balance at ending at Dec. 31, 2020 | $ 289 | $ 431 | $ 9,361,244 | $ (4,361,963) | $ 5,000,001 |
Balance at ending (in Shares) at Dec. 31, 2020 | 2,889,942 | 4,312,500 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parentheticals) | 7 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units, net of underwriting discounts, offering costs and warrant liability | 17,250,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Net loss | $ (4,361,963) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (3,002) |
Change in fair value of warrant liability | 2,264,000 |
Fair value in excess of warrant purchase consideration | 1,092,000 |
Initial public offering costs allocated to warrant liability | 603,860 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (184,279) |
Accounts payable and accrued expenses | 232,918 |
Net cash used in operating activities | (356,466) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (172,500,000) |
Net cash used in investing activities | (172,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 |
Proceeds from sale of Private Placement Warrants | 5,200,000 |
Proceeds from promissory note – related party | 161,337 |
Repayment of promissory note – related party | (161,337) |
Payment of offering costs | (415,066) |
Net cash provided by financing activities | 173,859,934 |
Net Change in Cash | 1,003,468 |
Cash – Beginning of period | |
Cash – End of period | 1,003,468 |
Non-Cash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redemption | 146,264,120 |
Change in value of Class A common stock subject to possible redemption | (2,663,540) |
Deferred underwriting fee payable | $ 6,037,500 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Software Acquisition Group Inc. II (the “Company”) is a blank check company incorporated in Delaware on June 16, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period June 16, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination, Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”) (see Note 12). The registration statement for the Company’s Initial Public Offering was declared effective on September 14, 2020. On September 17, 2020, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,750,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Software Acquisition Holdings II LLC (the “Sponsor”), generating gross proceeds of $4,750,000, which is described in Note 5. Following the closing of the Initial Public Offering on September 17, 2020, an amount of $150,000,000 ($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 Placement Warrants was placed in a trust account (the “Trust Account”) 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On September 24, 2020, the underwriters exercise their over-allotment option in full. As such, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 450,000 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $22,950,000. A total of $22,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. Transaction costs amounted to $9,902,566, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $415,066 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required 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, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 7 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investment in trust. As Previously As Reported Adjustments Restated Balance sheet as of September 17, 2020 (audited) Total Liabilities $ 5,588,259 $ 14,672,500 $ 20,260,759 Class A Common Stock Subject to Possible Redemption 141,107,370 (14,672,500 ) 126,434,870 Class A Common Stock 89 147 236 Additional Paid-in Capital 5,002,044 1,527,582 6,529,626 Accumulated Deficit (2,559 ) (1,527,729 ) (1,530,288 ) Total Stockholders’ Equity 5,000,005 — 5,000,005 Number of Class A common shares subject to redemption 14,110,737 (1,467,250 ) 12,643,487 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 6,067,559 $ 15,173,250 $ 21,240,809 Class A Common Stock Subject to Possible Redemption 162,750,300 (15,173,250 ) 147,577,050 Class A Common Stock 97 152 249 Additional Paid-in Capital 5,071,606 313,208 5,384,814 Accumulated Deficit (72,126 ) (313,360 ) (385,486 ) Total Stockholders’ Equity 5,000,008 — 5,000,0008 Number of Class A common shares subject to redemption 16,275,030 (1,517,325 ) 14,757,705 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 6,270,418 $ 18,819,750 $ 25,090,168 Class A Common Stock Subject to Possible Redemption 162,420,330 (18,819,750 ) 143,600,580 Class A Common Stock 101 188 289 Additional Paid-in Capital 5,401,572 3,959,672 9,361,244 Accumulated Deficit (402,103 ) (3,959,860 ) (4,361,963 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of Class A common shares subject to redemption 16,242,033 (1,881,975 ) 14,360,058 Period from July 1, 2020 to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,382,500 $ 1,382,500 Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (71,365 ) (313,360 ) (384,725 ) Weighted average shares outstanding, Common stock subject to possible redemption 15,112,852 (1,554,169 ) 13,558,683 Basic and diluted net earnings per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding of Common stock 3,917,477 219,611 4,137,088 Basic and diluted net loss per share, Common stock (0.02 ) (0.07 ) (0.09 ) Period from June 16, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,382,500 $ 1,382,500 Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (72,126 ) $ (313,360 ) $ (385,486 ) Weighted average shares outstanding, Common stock subject to possible redemption 15,112,852 (1,554,169 ) 13,558,683 Weighted average shares outstanding of Common stock 3,895,358 190,605 4,085,963 Basic and diluted net loss per share, Common stock (0.02 ) (0.07 ) (0.09 ) Period from June 16, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (2,264,000 ) $ (2,264,000 ) Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (402,103 ) (3,959,860 ) (4,361,963 ) Weighted average shares outstanding, Common stock subject to possible redemption 16,131,141 (1,521,886 ) 14,609,255 Weighted average shares outstanding of Common stock 4,542,198 807,061 5,349,259 Basic and diluted net loss per share, Common stock (0.09 ) (0.73 ) (0.82 ) Cash Flow Statement for the Period from June 16, 2020 (inception) to September 30, 2020 (audited) Net loss $ (72,126 ) $ (313,360 ) $ (385,486 ) Change in fair value of warrant liability — (1,382,500 ) (1,382,500 ) Initial public offering costs allocated to warrant liability — 603,860 603,860 Fair value in excess of warrant purchase consideration 1,092,000 1,092,000 Initial classification of warrant liability — 16,555,750 16,555,750 Initial classification of common stock subject to possible redemption 162,819,870 (16,555,750 ) 146,264,120 Change in value of common stock subject to possible redemption (69,570 ) 1,382,500 1,312,930 Cash Flow Statement for the Period from June 16, 2020 (inception) to December 31, 2020 (audited) Net loss $ (402,103 ) $ (3,959,860 ) $ (4,361,963 ) Change in fair value of warrant liability 2,264,000 2,264,000 Fair value in excess of warrant purchase consideration 1,092,000 1,092,000 Initial public offering costs allocated to warrant liability — 603,860 603,860 Initial classification of warrant liability — 16,555,750 16,555,750 Initial classification of common stock subject to possible redemption 162,819,870 (16,555,750 ) 146,264,120 Change in value of common stock subject to possible redemption (399,540 ) (2,264,000 ) (2,663,540 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statement 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 which are invested primarily in U.S. Treasury Securities. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and subject to re-measurement, and each balance sheet date thereafter until exercised. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 11. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 enactment of the CARES Act did not have a material impact on the Company’s income tax accounts. Net Loss Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 13,825,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,002 Less: Income taxes and franchise fees (3,002 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 14,609,255 Basic and diluted net loss per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,361,963 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,361,963 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,349,259 Basic and diluted net loss per share $ (0.82 ) Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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 financial statements. |
Public Offering
Public Offering | 7 Months Ended |
Dec. 31, 2020 | |
Proposed Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 2,250,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 7 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $4,750,000 in the aggregate. On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $450,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 16, 2020, the Company issued an aggregate of 4,312,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on September 24, 2020, there are 562,500 Founder Shares no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On June 16, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of September 17, 2020, there was $161,337 outstanding under the Promissory Note, which was subsequently repaid on September 22, 2020. Administrative Support Agreement The Company entered into an agreement, commencing on September 14, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from June 16, 2020 (inception) through December 31, 2020, the Company incurred $35,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheet at December 31, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. 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. |
Commitments
Commitments | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $6,037,500. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 7 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Warrants
Warrants | 7 Months Ended |
Dec. 31, 2020 | |
Warrant [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants — The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 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 ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial 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 its initial 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 higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax assets is as follows: December 31, Deferred tax assets Net operating loss carryforward $ 81,219 Total deferred tax assets 81,219 Valuation Allowance (81,219 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (81,219 ) State and Local Current — Deferred — Change in valuation allowance 81,219 Income tax provision $ — As of December 31, 2020, the Company had $386,757 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 16, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $81,219. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % Meals and entertainment (0.1 )% Change in fair value of warrant liability (10.9 )% Transaction costs – warrants (2.9 )% Fair value in excess of warrant purchase consideration (5.3 )% Valuation allowance (1.8 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns for the year ended December 31, 2020 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities 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: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 172,503,002 Liabilities: Warrant Liability – Public Warrants 1 11,643,750 Warrant Liability – Private Placement 3 7,176,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price will be used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of June 16, 2020 (inception) $ — $ — $ — Initial measurement including over-allotment 6,292,000 10,263,750 16,555,750 Change in valuation inputs or other assumptions 884,000 1,380,000 2,264,000 Fair value as of December 31, 2020 $ 7,176,000 $ 11,643,750 18,819,750 |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as describe below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 31, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Otonomo and Butterbur Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Otonomo (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”) the Company will become a wholly owned subsidiary of Otonomo, with the securityholders of the Company becoming securityholders of Otonomo. The following securities issuances will be made by Otonomo to the Company securityholders at the Effective Time and in each case assume the Stock Split (as defined in the Business Combination Agreement) has occurred: (i) each share of Class A common stock of the Company and each share of Class B common stock of the Company will be exchanged for one Otonomo Ordinary Share and (ii) each outstanding warrant of the Company will be assumed by Otonomo and will become a warrant of Otonomo (“ Otonomo Warrant The Transactions will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statement 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 which are invested primarily in U.S. Treasury Securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 enactment of the CARES Act did not have a material impact on the Company’s income tax accounts. |
Net Loss Per Common Share | Net Loss Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 13,825,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,002 Less: Income taxes and franchise fees (3,002 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 14,609,255 Basic and diluted net loss per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,361,963 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,361,963 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,349,259 Basic and diluted net loss per share $ (0.82 ) |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance 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 financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of company’s previously reported cash or investment in trust | As Previously As Reported Adjustments Restated Balance sheet as of September 17, 2020 (audited) Total Liabilities $ 5,588,259 $ 14,672,500 $ 20,260,759 Class A Common Stock Subject to Possible Redemption 141,107,370 (14,672,500 ) 126,434,870 Class A Common Stock 89 147 236 Additional Paid-in Capital 5,002,044 1,527,582 6,529,626 Accumulated Deficit (2,559 ) (1,527,729 ) (1,530,288 ) Total Stockholders’ Equity 5,000,005 — 5,000,005 Number of Class A common shares subject to redemption 14,110,737 (1,467,250 ) 12,643,487 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 6,067,559 $ 15,173,250 $ 21,240,809 Class A Common Stock Subject to Possible Redemption 162,750,300 (15,173,250 ) 147,577,050 Class A Common Stock 97 152 249 Additional Paid-in Capital 5,071,606 313,208 5,384,814 Accumulated Deficit (72,126 ) (313,360 ) (385,486 ) Total Stockholders’ Equity 5,000,008 — 5,000,0008 Number of Class A common shares subject to redemption 16,275,030 (1,517,325 ) 14,757,705 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 6,270,418 $ 18,819,750 $ 25,090,168 Class A Common Stock Subject to Possible Redemption 162,420,330 (18,819,750 ) 143,600,580 Class A Common Stock 101 188 289 Additional Paid-in Capital 5,401,572 3,959,672 9,361,244 Accumulated Deficit (402,103 ) (3,959,860 ) (4,361,963 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of Class A common shares subject to redemption 16,242,033 (1,881,975 ) 14,360,058 Period from July 1, 2020 to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,382,500 $ 1,382,500 Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (71,365 ) (313,360 ) (384,725 ) Weighted average shares outstanding, Common stock subject to possible redemption 15,112,852 (1,554,169 ) 13,558,683 Basic and diluted net earnings per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding of Common stock 3,917,477 219,611 4,137,088 Basic and diluted net loss per share, Common stock (0.02 ) (0.07 ) (0.09 ) Period from June 16, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 1,382,500 $ 1,382,500 Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (72,126 ) $ (313,360 ) $ (385,486 ) Weighted average shares outstanding, Common stock subject to possible redemption 15,112,852 (1,554,169 ) 13,558,683 Weighted average shares outstanding of Common stock 3,895,358 190,605 4,085,963 Basic and diluted net loss per share, Common stock (0.02 ) (0.07 ) (0.09 ) Period from June 16, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (2,264,000 ) $ (2,264,000 ) Initial public offering costs allocated to warrant liability — (603,860 ) (603,860 ) Fair value in excess of warrant purchase consideration — (1,092,000 ) (1,092,000 ) Net loss (402,103 ) (3,959,860 ) (4,361,963 ) Weighted average shares outstanding, Common stock subject to possible redemption 16,131,141 (1,521,886 ) 14,609,255 Weighted average shares outstanding of Common stock 4,542,198 807,061 5,349,259 Basic and diluted net loss per share, Common stock (0.09 ) (0.73 ) (0.82 ) Cash Flow Statement for the Period from June 16, 2020 (inception) to September 30, 2020 (audited) Net loss $ (72,126 ) $ (313,360 ) $ (385,486 ) Change in fair value of warrant liability — (1,382,500 ) (1,382,500 ) Initial public offering costs allocated to warrant liability — 603,860 603,860 Fair value in excess of warrant purchase consideration 1,092,000 1,092,000 Initial classification of warrant liability — 16,555,750 16,555,750 Initial classification of common stock subject to possible redemption 162,819,870 (16,555,750 ) 146,264,120 Change in value of common stock subject to possible redemption (69,570 ) 1,382,500 1,312,930 Cash Flow Statement for the Period from June 16, 2020 (inception) to December 31, 2020 (audited) Net loss $ (402,103 ) $ (3,959,860 ) $ (4,361,963 ) Change in fair value of warrant liability 2,264,000 2,264,000 Fair value in excess of warrant purchase consideration 1,092,000 1,092,000 Initial public offering costs allocated to warrant liability — 603,860 603,860 Initial classification of warrant liability — 16,555,750 16,555,750 Initial classification of common stock subject to possible redemption 162,819,870 (16,555,750 ) 146,264,120 Change in value of common stock subject to possible redemption (399,540 ) (2,264,000 ) (2,663,540 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of non-redeemable common stock | For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,002 Less: Income taxes and franchise fees (3,002 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 14,609,255 Basic and diluted net loss per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,361,963 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,361,963 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 5,349,259 Basic and diluted net loss per share $ (0.82 ) |
Income Tax (Tables)
Income Tax (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, Deferred tax assets Net operating loss carryforward $ 81,219 Total deferred tax assets 81,219 Valuation Allowance (81,219 ) Deferred tax assets, net of allowance $ — |
Schedule of income tax provision | December 31, Federal Current $ — Deferred (81,219 ) State and Local Current — Deferred — Change in valuation allowance 81,219 Income tax provision $ — |
Schedule of federal income tax rate | December 31, Statutory federal income tax rate 21.0 % Meals and entertainment (0.1 )% Change in fair value of warrant liability (10.9 )% Transaction costs – warrants (2.9 )% Fair value in excess of warrant purchase consideration (5.3 )% Valuation allowance (1.8 )% Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 172,503,002 Liabilities: Warrant Liability – Public Warrants 1 11,643,750 Warrant Liability – Private Placement 3 7,176,000 |
Schedule of fair value of warrant liabilities | Private Public Warrant Fair value as of June 16, 2020 (inception) $ — $ — $ — Initial measurement including over-allotment 6,292,000 10,263,750 16,555,750 Change in valuation inputs or other assumptions 884,000 1,380,000 2,264,000 Fair value as of December 31, 2020 $ 7,176,000 $ 11,643,750 18,819,750 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 7 Months Ended | |
Sep. 24, 2020 | Sep. 17, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of initial public offering units (in Shares) | 15,000,000 | ||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds | $ 150,000,000 | ||
Sale of stock (in Shares) | 2,250,000 | ||
Sale of stock price (in Dollars per share) | $ 10 | ||
Maturity term | 185 days | ||
Gross proceeds from private placement | 5,200,000 | ||
Deposited into the Trust Account | $ 22,500,000 | ||
Proceeds held in the Trust Account | $ 172,500,000 | ||
Transaction costs | 9,902,566 | ||
Underwriting fees | 3,450,000 | ||
Deferred underwriting fees | 6,037,500 | ||
Other offering costs | $ 415,066 | ||
Percentage of fair market value | 80.00% | ||
Outstanding voting securities | 50.00% | ||
Net tangible assets | $ 5,000,001 | ||
Redemption rights of public shares, description | If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. | ||
Taxes payable description | If the Company is unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Shares issued price per share (in Dollars per share) | $ 1 | $ 1 | |
Sale of stock (in Shares) | 450,000 | 4,750,000 | |
Sale of stock price (in Dollars per share) | $ 1 | $ 1 | |
Gross proceeds from private placement | $ 4,750,000 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock (in Shares) | 150,000,000 | 15,000,000 | |
Sale of stock price (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock (in Shares) | 2,250,000 | ||
Sale of stock price (in Dollars per share) | $ 10 | ||
Gross proceeds from private placement | $ 22,950,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 7 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Percentage of shares outstanding | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of company’s previously reported cash or investment in trust - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 17, 2020 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Liabilities | $ 6,067,559 | $ 6,067,559 | $ 6,270,418 | $ 5,588,259 |
Class A Common Stock Subject to Possible Redemption | 162,750,300 | 162,750,300 | 162,420,330 | 141,107,370 |
Class A Common Stock | 97 | 97 | 101 | 89 |
Additional Paid-in Capital | 5,071,606 | 5,071,606 | 5,401,572 | 5,002,044 |
Accumulated Deficit | (72,126) | (72,126) | (402,103) | (2,559) |
Total Stockholders’ Equity | $ 5,000,008 | $ 5,000,008 | $ 5,000,001 | $ 5,000,005 |
Number of Class A common shares subject to redemption (in Shares) | 16,275,030 | 16,275,030 | 16,242,033 | 14,110,737 |
Net loss | $ (71,365) | $ (72,126) | $ (402,103) | |
Initial classification of common stock subject to possible redemption | 162,819,870 | 162,819,870 | ||
Change in value of common stock subject to possible redemption | $ (69,570) | $ (399,540) | ||
Weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | 15,112,852 | 15,112,852 | 16,131,141 | |
Basic and diluted net earnings per share, Common stock subject to possible redemption (in Dollars per share) | $ 0 | |||
Weighted average shares outstanding of Common stock (in Shares) | 3,917,477 | 3,895,358 | 4,542,198 | |
Basic and diluted net loss per share, Common stock (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.09) | |
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Liabilities | $ 15,173,250 | $ 15,173,250 | $ 18,819,750 | $ 14,672,500 |
Class A Common Stock Subject to Possible Redemption | (15,173,250) | (15,173,250) | (18,819,750) | (14,672,500) |
Class A Common Stock | 152 | 152 | 188 | 147 |
Additional Paid-in Capital | 313,208 | 313,208 | 3,959,672 | 1,527,582 |
Accumulated Deficit | $ (313,360) | $ (313,360) | $ (3,959,860) | $ (1,527,729) |
Number of Class A common shares subject to redemption (in Shares) | (1,517,325) | (1,517,325) | (1,881,975) | (1,467,250) |
Change in fair value of warrant liability | $ 1,382,500 | $ 1,382,500 | $ (2,264,000) | |
Initial public offering costs allocated to warrant liability | (603,860) | (603,860) | (603,860) | |
Fair value in excess of warrant purchase consideration | (1,092,000) | (1,092,000) | (1,092,000) | |
Net loss | $ (313,360) | (313,360) | (3,959,860) | |
Change in fair value of warrant liability | (1,382,500) | 2,264,000 | ||
Initial public offering costs allocated to warrant liability | 603,860 | 603,860 | ||
Fair value in excess of warrant purchase consideration | 1,092,000 | 1,092,000 | ||
Initial classification of warrant liability | 16,555,750 | 16,555,750 | ||
Initial classification of common stock subject to possible redemption | (16,555,750) | (16,555,750) | ||
Change in value of common stock subject to possible redemption | $ 1,382,500 | $ (2,264,000) | ||
Weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | (1,554,169) | (1,554,169) | (1,521,886) | |
Weighted average shares outstanding of Common stock (in Shares) | 219,611 | 190,605 | 807,061 | |
Basic and diluted net loss per share, Common stock (in Dollars per share) | $ (0.07) | $ (0.07) | $ (0.73) | |
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Liabilities | $ 21,240,809 | $ 21,240,809 | $ 25,090,168 | $ 20,260,759 |
Class A Common Stock Subject to Possible Redemption | 147,577,050 | 147,577,050 | 143,600,580 | 126,434,870 |
Class A Common Stock | 249 | 249 | 289 | 236 |
Additional Paid-in Capital | 5,384,814 | 5,384,814 | 9,361,244 | 6,529,626 |
Accumulated Deficit | (385,486) | (385,486) | (4,361,963) | (1,530,288) |
Total Stockholders’ Equity | $ 50,000,008 | $ 50,000,008 | $ 5,000,001 | $ 5,000,005 |
Number of Class A common shares subject to redemption (in Shares) | 14,757,705 | 14,757,705 | 14,360,058 | 12,643,487 |
Change in fair value of warrant liability | $ 1,382,500 | $ 1,382,500 | $ (2,264,000) | |
Initial public offering costs allocated to warrant liability | (603,860) | (603,860) | (603,860) | |
Fair value in excess of warrant purchase consideration | (1,092,000) | (1,092,000) | (1,092,000) | |
Net loss | $ (384,725) | (385,486) | (4,361,963) | |
Change in fair value of warrant liability | (1,382,500) | 2,264,000 | ||
Initial public offering costs allocated to warrant liability | 603,860 | 603,860 | ||
Fair value in excess of warrant purchase consideration | 1,092,000 | 1,092,000 | ||
Initial classification of warrant liability | 16,555,750 | 16,555,750 | ||
Initial classification of common stock subject to possible redemption | 146,264,120 | 146,264,120 | ||
Change in value of common stock subject to possible redemption | $ 1,312,930 | $ (2,663,540) | ||
Weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | 13,558,683 | 13,558,683 | 14,609,255 | |
Basic and diluted net earnings per share, Common stock subject to possible redemption (in Dollars per share) | $ 0 | |||
Weighted average shares outstanding of Common stock (in Shares) | 4,137,088 | 4,085,963 | 5,349,259 | |
Basic and diluted net loss per share, Common stock (in Dollars per share) | $ (0.09) | $ (0.09) | $ (0.82) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 7 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Abstract] | |
Description of income taxes | 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 enactment of the CARES Act did not have a material impact on the Company’s income tax accounts. |
Aggregate of common stock, shares | shares | 13,825,000 |
Federal depository insurance coverage | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of non-redeemable common stock | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Common stock subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 3,002 |
Less: Income taxes and franchise fees | (3,002) |
Net loss allocable to shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 14,609,255 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (4,361,963) |
Net loss allocable to Common stock subject to possible redemption | |
Non-Redeemable Net Loss | $ (4,361,963) |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 5,349,259 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.82) |
Public Offering (Details)
Public Offering (Details) - $ / shares | 1 Months Ended | 7 Months Ended | |
Sep. 24, 2020 | Sep. 17, 2020 | Dec. 31, 2020 | |
Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 2,250,000 | ||
Share purchase price | $ 10 | ||
Warrant, description | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). | ||
IPO [Member] | |||
Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 150,000,000 | 15,000,000 | |
Share purchase price | $ 10 | ||
Public offering transaction, description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 31, 2020 | Sep. 24, 2020 | Sep. 17, 2020 |
Private Placement (Details) [Line Items] | |||
Share price per share | $ 10 | $ 10 | |
Aggregate amount (in Dollars) | $ 4,750,000 | $ 450,000 | |
Private Placement Warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Sale of stock (in Shares) | 4,750,000 | 450,000 | |
Share price per share | $ 1 | $ 1 | |
Common Class A [Member] | |||
Private Placement (Details) [Line Items] | |||
Share price per share | 12 | ||
Warrant exercise price | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2020 | Sep. 24, 2020 | Dec. 31, 2020 | Sep. 17, 2020 | Jun. 16, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Share price (in Dollars per share) | $ 10 | $ 10 | |||
Repayment of outstanding promissory note | $ 161,337 | ||||
Administrative fees expenses | $ 10,000 | ||||
Other service fees | $ 35,000 | ||||
Description of related party | Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant | ||||
Common Class B [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of ordinary shares (in Shares) | 4,312,500 | ||||
Aggregate purchase price | $ 431 | ||||
Class A Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of ordinary shares (in Shares) | |||||
Aggregate purchase price | |||||
Share price (in Dollars per share) | $ 12 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Founder shares forfeited (in Shares) | 562,500 | 562,500 | |||
Shareholder outstanding shares percentage | 20.00% | ||||
Promissory Note Related Party [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate principal amount | $ 300,000 |
Commitments (Details)
Commitments (Details) | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting agreement, description | The underwriters are entitled to a deferred fee of $6,037,500. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 7 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | |
Preference stock authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Description of public warrants for redemption | In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Converted basis percentage of common stock | 20.00% |
Class A Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A common stock subject to possible redemption | 14,360,058 |
Common stock, shares issued | 2,889,942 |
Common stock, shares outstanding | 2,889,942 |
Class B Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 4,312,500 |
Common stock, shares outstanding | 4,312,500 |
Warrants (Details)
Warrants (Details) | 7 Months Ended |
Dec. 31, 2020 | |
Warrant [Abstract] | |
Warrants expiration term | 5 years |
Public warrants redemption, description | Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 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 ending three business days before the Company sends the notice of redemption to the warrant holders |
Business combination, description | (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial 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 its initial 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 higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryovers | $ 386,757 |
Valuation allowance | $ 81,219 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax assets | |
Net operating loss carryforward | $ 81,219 |
Total deferred tax assets | 81,219 |
Valuation Allowance | (81,219) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (81,219) |
State and Local | |
Current | |
Deferred | |
Change in valuation allowance | 81,219 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
Meals and entertainment | (0.10%) |
Change in fair value of warrant liability (in Dollars) | $ (10.9) |
Transaction costs – warrants (in Dollars) | (2.9) |
Fair value in excess of warrant purchase consideration (in Dollars) | $ (5.3) |
Valuation allowance | (1.80%) |
Income tax provision | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Marketable Securities Held in Trust Account [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Marketable securities held in Trust Account | $ 172,503,002 |
Level 1 [Member] | Marketable Securities Held in Trust Account [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Marketable securities held in Trust Account | 1 |
Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant Liability | 11,643,750 |
Public Warrants [Member] | Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant Liability | 1 |
Private Placement [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant Liability | 7,176,000 |
Private Placement [Member] | Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant Liability | $ 3 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of June 16, 2020 (inception) | |
Initial measurement including over-allotment | 6,292,000 |
Change in valuation inputs or other assumptions | 884,000 |
Fair value as of December 31, 2020 | 7,176,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of June 16, 2020 (inception) | |
Initial measurement including over-allotment | 10,263,750 |
Change in valuation inputs or other assumptions | 1,380,000 |
Fair value as of December 31, 2020 | 11,643,750 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of June 16, 2020 (inception) | |
Initial measurement including over-allotment | 16,555,750 |
Change in valuation inputs or other assumptions | 2,264,000 |
Fair value as of December 31, 2020 | $ 18,819,750 |