Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2021 | May 12, 2021 | |
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2021 | |
| Entity Registrant Name | FG New America Acquisition Corp. | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | true | |
| Entity Central Index Key | 0001818502 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Class A Common Stock | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
| Trading Symbol | FGNA | |
| Security Exchange Name | NYSE | |
| Entity Common Stock, Shares Outstanding | 24,356,375 | |
| Class B Common Stock | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 5,943,750 | |
| Units | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
| Trading Symbol | FGNA.U | |
| Security Exchange Name | NYSE | |
| Warrants | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock | |
| Trading Symbol | FGNA WS | |
| Security Exchange Name | NYSE |
Balance Sheet
| Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
| Current assets | ||
| Cash | $ 575,403 | $ 1,137,685 |
| Prepaid expenses | 212,502 | 228,465 |
| Total current assets | 787,905 | 1,366,150 |
| Marketable securities held in trust account | 243,386,835 | 243,380,833 |
| TOTAL ASSETS | 244,174,740 | 244,746,983 |
| Current liabilities | ||
| Accounts payable | 1,368,398 | 135,648 |
| Total current liabilities | 1,368,398 | 135,648 |
| Warrant liabilities | 23,717,127 | 22,436,103 |
| TOTAL LIABILITIES | 25,085,525 | 22,571,751 |
| COMMITMENTS AND CONTINGENCIES | ||
| Class A common stock, $0.0001 par value, subject to possible redemption, 20,914,123 and 21,215,577 shares at redemption value, respectively | 214,089,205 | 217,175,222 |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
| Additional paid-in capital | 16,123,538 | 13,037,552 |
| Accumulated deficit | (11,124,467) | (8,038,450) |
| Total Stockholders' Equity | 5,000,010 | 5,000,010 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 244,174,740 | 244,746,983 |
| Class A Common Stock | ||
| STOCKHOLDERS' EQUITY | ||
| Common Stock | 345 | 314 |
| Class B Common Stock | ||
| STOCKHOLDERS' EQUITY | ||
| Common Stock | $ 594 | $ 594 |
Balance Sheet (Parenthetical)
| Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Class A Common Stock | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 380,000,000 | 380,000,000 |
| Common stock, shares issued | 3,442,252 | 3,140,798 |
| Common stock, shares outstanding | 3,442,252 | 3,140,798 |
| Shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
| Shares subject to possible redemption | 20,914,123 | 21,215,577 |
| Class B Common Stock | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 20,000,000 | 20,000,000 |
| Common stock, shares issued | 5,943,750 | 5,943,750 |
| Common stock, shares outstanding | 5,943,750 | 5,943,750 |
Statement of Operations
| Statement of Operations | 3 Months Ended |
| Mar. 31, 2021USD ($)$ / sharesshares | |
| Operating expenses: | |
| General and administrative expenses | $ 1,810,996 |
| Loss from operations | (1,810,996) |
| Other income (expenses): | |
| Change in fair value of warrant liabilities | (1,281,023) |
| Investment income on trust account | 6,002 |
| Total other income (expense) | (1,275,021) |
| Net Loss | $ (3,086,017) |
| Weighted average common shares outstanding | |
| Basic and diluted | shares | 9,386,002 |
| Basic and diluted net loss per share | $ / shares | $ (0.33) |
Statement of Operations (Parent
| Statement of Operations (Parenthetical) | 3 Months Ended |
| Mar. 31, 2021shares | |
| Statement of Operations | |
| Aggregate of shares subject to possible redemption | 20,914,123 |
Statement of Changes in Stockho
| Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
| Balance at the beginning at Dec. 31, 2020 | $ 314 | $ 594 | $ 13,037,552 | $ (8,038,450) | $ 5,000,010 |
| Balance at the beginning (in shares) at Dec. 31, 2020 | 3,140,798 | 5,943,750 | |||
| Net loss | (3,086,017) | (3,086,017) | |||
| Change in common shares subject to possible redemption | $ 31 | 3,085,986 | 3,086,017 | ||
| Change in common shares subject to possible redemption (in shares) | 301,454 | ||||
| Balance at the ending at Mar. 31, 2021 | $ 345 | $ 594 | $ 16,123,538 | $ (11,124,467) | $ 5,000,010 |
| Balance at the ending (in shares) at Mar. 31, 2021 | 3,442,252 | 5,943,750 |
Statement of Cash Flows
| Statement of Cash Flows | 3 Months Ended |
| Mar. 31, 2021USD ($) | |
| Cash flows from operating activities | |
| Net loss | $ (3,086,017) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| Changes in fair value of warrant liabilities | 1,281,023 |
| Changes in operating assets and liabilities: | |
| Prepaid expenses | (15,963) |
| Accounts payable | 1,232,750 |
| Net cash used in operating activities | (556,281) |
| Cash flow from investing activities | |
| Investment in marketable securities | (6,001) |
| Net cash used in investing activities | (6,001) |
| Cash flows from financing activities | 0 |
| Net increase in cash | (562,282) |
| Cash at beginning of period | 1,137,685 |
| Cash at end of period | $ 575,403 |
DESCRIPTION OF ORGANIZATION AND
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
| Mar. 31, 2021 | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG New America Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 24, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial technology industry. 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 March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, identifying a target company for a Business Combination and the proposed transactions contemplated by the Business Combination Agreement (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO and recognizes changes in the fair value of the warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective September 29, 2020. On October 2, 2020, the Company consummated the IPO of 22,500,000 units at $10.00 per unit, (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) generating gross proceeds of $225,000,000, which is discussed in Note 3. In connection with the IPO, the underwriters were granted an option to purchase up to an additional 3,375,000 Units to cover over-allotments, if any. On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units, generating gross proceeds of $12,750,000. In connection with the partial exercise of the over-allotment option by the underwriters, the Company’s sponsor, FG New America Investors LLC (the “Sponsor”), forfeited 525,000 shares of Class B common stock on October 14, 2020. Simultaneously with the closing of the IPO, the Company consummated the sale of i) 3,848,750 $11.50 exercise price warrants (the “$11.50 Exercise Price Warrants”) at a price of $1.00 per $11.50 Private Warrant, ii) the sale of 1,512,500 $15.00 exercise price warrants (the “$15 Exercise Price Warrants”, and together with $11.50 Exercise Price Warrants the “Private Placement Warrants”) at a price of $0.10 per $15 Exercise Price Warrant, and iii) the sale of 462,500 units at $10.00 per unit (the “Private Placement Units”) in a private placement to the Sponsor. Each Private Placement Unit consists of one share of Class A common stock and one-half of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. IPO costs amounted to $1,608,028 consisting of $1,000,000 of underwriting fees, and $608,028 of other offering costs. In addition, underwriters also received an aggregate of 118,875 units (“the Underwriter Unit”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account (as defined below). Each Underwriter Unit consists of one share of Class A common stock (“Underwriter Shares”) and one-half of one warrant (“Underwriter Warrant”), with each whole Underwriter Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. In addition to the offering costs, after the closing of the IPO on Oct 2, 2020 the Company also paid $300,037 for directors and officers insurance coverage. Following the closing of the IPO and the private placements of Private P lacement Warrants and Private P lacement Units on October 2, 2020, as well as the closing of the over-allotment option on October 14, 2020, an amount of $243,375,000 from the net proceeds of the sale of Units in the IPO (including proceeds from the partial exercise of the over-allotment option) and the sale of Private P lacement Warrants and Private P lacement Units was placed in a trust account (“Trust Account”) that will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or 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. The Units are listed on the New York Stock Exchange (“NYSE”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private P lacement Warrants and Private P lacement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE 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 net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes). 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 of 1940, as amended (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 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 the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon or immediately prior to 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 (the “Current 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 holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Following the consummation of the IPO on Oct 2, 2020, a portion of the Public Shares are recorded at redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” in order for the Company to maintain net tangible assets of at least $5,000,001. 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 Current Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“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 Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any shares of Class A common stock underlying the Private Placement Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Current 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 as well as any shares of Class A common stock underlying the Private Placement Units) 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 Current Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Placement Units 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 Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company has until 24 months from the closing of the IPO to consummate a Business Combination (as such period may be extended pursuant to the Current Certificate of Incorporation, the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $100,000), 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 to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share (but only $10.00 per share for the Units sold pursuant to the underwriters’ over-allotment option), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrant Liabilities The Company accounts for the 11,887,500 Public Warrants, 3,848,750 $11.50 Exercise Price Warrants, 1,512,500 $15 Exercise Price Warrants, 231,250 Private Unit Warrants and 59,437 Underwriter Warrants in accordance with the guidance contained in ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity”. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, due to a provision in the Warrant Agreement related to certain tender or exchange offer provisions, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Public Warrants are valued at market price based on a quoted price in an active market. The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants, Private Units Warrants & Underwriter Warrants at each reporting period. 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. As of March 31, 2021, any deferred tax assets are fully reserved against due to losses. 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, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and no amounts accrued for interest and penalties. 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. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. In the periods when net losses are incurred, no impact of dilutive securities is included in the calculation of diluted weighted average number of common shares outstanding. Reconciliation of Net Loss per Common Share The weighted average shares outstanding are adjusted for the common shares subject to possible redemption. Basic and diluted loss per common share is calculated as follows: Three Months Ended March 31, 2021 Net loss $ (3,086,017) Weighted average shares outstanding, basic and diluted 9,386,002 Basic and diluted net loss per common share $ (0.33) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. T he Company reported warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
| INITIAL PUBLIC OFFERING | 3 Months Ended |
| Mar. 31, 2021 | |
| INITIAL PUBLIC OFFERING | |
| INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s IPO was declared effective on September 29, 2020. On October 2, 2020, the Company consummated the IPO of 22,500,000 Units at a purchase price of $10.00 per Unit generating gross proceeds of $225,000,000 from the sale of the Units. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7). On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units, generating additional gross proceeds of $12,750,000. |
PRIVATE PLACEMENT
| PRIVATE PLACEMENT | 3 Months Ended |
| Mar. 31, 2021 | |
| PRIVATE PLACEMENT | |
| PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT On October 2, 2020 simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 3,848,750 $11.50 Exercise Price Warrants at a price of $1.00 per $11.50 Exercise Price Warrant, 1,512,500 $15 Exercise Price Warrants at a price of $0.10 per $15 Exercise Price Warrant, and 462,500 Private Placement Units at a price of $10.00 per Private Placement Unit, in each case, from the Company in a private placement. The aggregate gross proceeds from the sale of Private Placement Warrants and Private Placement Units were $8,625,000, part of which was placed in the Trust Account along with the IPO gross proceeds. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the Private Unit Warrants will expire worthless. The Private Placement Warrants and the Private Unit Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Initial Stockholders or the permitted transferees. Each Private Placement Warrant and Private Unit Warrant will entitle the holder to purchase one share of common stock at its respective exercise price. Also, simultaneously with the closing of the IPO on October 2, 2020, the Company completed the private placement of an aggregate of 112,500 Units to the underwriters. In connection with the exercise of underwriters’ over-allotment option on October 14, 2020, the Company also issued an additional 6,375 Units to the underwriters for an aggregate of 118,875 Units. |
RELATED PARTY TRANSACTIONS
| RELATED PARTY TRANSACTIONS | 3 Months Ended |
| Mar. 31, 2021 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 13, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock (the “Founder Shares”) to the Initial Stockholders for an aggregate purchase price of $30,000 in cash. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares. In connection with the partial exercise of the over-allotment option by the underwriters on October 14, 2020, the Sponsor forfeited 525,000 Founder Shares on October 14, 2020. As of March 31, 2021 and December 31, 2020 , the Sponsor held 4,693,750 Founder Shares. The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30‑trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on September 29, 2020 whereby the Sponsor provides certain services for the Company for a monthly fee of $10,000. |
COMMITMENTS AND CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
| Mar. 31, 2021 | |
| COMMITMENTS AND CONTINGENCIES | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 29, 2020, the holders of the Founder Shares, the Private Units and Private Warrants (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45‑day option to purchase up to 3,375,000 additional Units to cover over-allotments at the IPO price. On October 14, 2020, the underwriters partially exercised the over-allotment option and purchased an additional 1,275,000 Units. Subject to certain conditions, on September 29, 2020 the Company granted underwriters for a period beginning on the closing of the IPO and ending on the later of 24 months after the closing of the IPO and 12 months after the consummation of our Business Combination, a right of first refusal to act as (i) exclusive financial advisor in connection with all of the Company’s proposed Business Combinations for a fee of up to 3.5% of the proceeds of the IPO (subject to the Company’s right to allocate up to 50% of such fee to another financial institution or extinguish such amount in Company’s sole discretion), and (ii) sole investment banker, sole book-runner and/or sole placement agent, at underwriters’ sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such period for the Company or any successor to it or any of its subsidiaries, on terms agreed to by both the Company and underwriters in good faith. |
STOCKHOLDERS' EQUITY
| STOCKHOLDERS' EQUITY | 3 Months Ended |
| Mar. 31, 2021 | |
| STOCKHOLDERS' EQUITY | |
| STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 380,000,000 shares of Class A common stock, par value $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2021, there were 3,442,252 shares of Class A common stock issued and outstanding, excluding 20,914,123 shares subject to possible redemption. Class B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock, par value $0.0001 per share. On July 13, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock as Founder Shares to the Initial Stockholders for an aggregate purchase price of $30,000 in cash. On August 7, 2020, the Sponsor transferred an aggregate of 1,250,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 5,218,750 Founder Shares. In connection with the partial exercise of the over-allotment option by the underwriters on October 14, 2020, the Sponsor forfeited 525,000 Founder Shares on October 14, 2020. As of March 31, 2021, Sponsor held 4,693,750 Founder Shares. Holders of the Company’s Class B common stock are entitled to one vote for each share. With respect to any matter submitted to a vote of the Company’s stockholders, including any vote in connection with the Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. 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 issued in the IPO and related to the closing of the Business Combination, including pursuant to a specified future issuance, 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 then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) such that: i) the numerator shall be equal to the sum of (A) 25% of all shares of Class A common stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Company, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B common stock issued and outstanding prior to the closing of the Business Combination; and ii) the denominator shall be the number of shares of Class B common stock issued and outstanding prior to the closing of the Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, and will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the IPO. The Public Warrants will expire on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants i) at a redemption price of $0.01 per warrant, ii) at any time after the Public Warrants become exercisable, iii) upon a minimum of 30 days’ prior written notice of redemption, iv) if, and only if, the last sales price of Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period commencing after the date the Public Warrants become exercisable and ending three business days before Company sends the notice of redemption, and v) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such Public Warrants at the time of redemption and for the entire 30‑day trading period referred to above and continuing each day thereafter until the date of redemption. The $11.50 Exercise Price Warrants have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the $11.50 Exercise Price Warrants are issued as a whole warrant having one common stock underlying each $11.50 Exercise Price Warrant (as compared to one-half of one Public Warrant included in each Unit sold in the IPO), will be non-redeemable and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, $11.50 Exercise Price Warrants and the shares issuable upon the exercise of the $11.50 Exercise Price Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $15 Exercise Price Warrants entitle the holder to purchase one share of Class A common stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, $15 Exercise Price Warrants and the shares issuable upon the exercise of the $15 Exercise Price Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants are non-redeemable and may be exercised on a cashless basis so long as they continue to be held by the Initial Stockholders or their permitted transferees. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
| FAIR VALUE MEASUREMENTS | 3 Months Ended |
| Mar. 31, 2021 | |
| FAIR VALUE MEASUREMENTS | |
| FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account Level 1 $ 243,386,835 $ Liabilities: Public Warrants Level 1 $ 18,306,750 $ Private Unit Warrants Level 3 218,031 $11.50 Exercise Price Warrants Level 3 3,628,751 $15 Exercise Price Warrants Level 3 1,507,555 Underwriter Warrants Level 3 56,040 Total warrant liabilities $ 23,717,127 $ The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. The estimated fair value of Private Unit Warrants, $11.50 Exercise Price Warrants, $15 Exercise Price Warrants and Underwriter Warrants is determined using Level 3 inputs in a Monte Carlo simulation model. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on factors including but not limited to the historical performance of the Nasdaq Financial Technology Index (KFTX) and managements understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Following are the significant inputs in the valuation model for the fair value of warrant liabilities as of March 31, 2021: $11.50 $15.00 Exercise Exercise Private Unit Price Price Underwriter Inputs Warrant Warrant Warrant Warrant Exercise price $ 11.50 $ 11.50 $ 15.00 $ 11.50 Unit price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Volatility 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger Probability of completing a Business Combination 70 % % 70 % 70 % Expected term of the warrants 5.35 5.35 10.35 5.35 Risk-free rate 0.04% pre-merger / 0.92% post-merger 0.04% pre-merger / 0.92% post-merger 0.04% pre-merger / 1.74% post-merger 0.04% pre-merger / 0.92% post-merger Dividend yield Discount for lack of marketability 15 % 15 % 15 % 15 % Following are the significant inputs in the valuation model for the fair value of warrant liabilities as of December 31, 2020: $11.50 $15.00 Private Unit Exercise Price Exercise Price Underwriter Inputs Warrant Warrant Warrant Warrant Exercise price $ 11.50 $ 11.50 $ 15.00 $ 11.50 Unit price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Volatility 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger Probability of completing a Business Combination % % % 60 % Expected term of the warrants Risk-free rate 0.12% pre-merger / 0.36% post-merger 0.12% pre-merger / 0.36% post-merger 0.12% pre-merger / 0.93% post-merger 0.12% pre-merger / 0.36% post-merger Dividend yield Discount for lack of marketability % % % 15 % The change in fair value of the warrant liabilities is summarized as follows: Total warrant liabilities as of December 31, 2020 $ 22,436,103 Change in fair value of warrant liabilities 1,281,024 Total warrant liabilities as of March 31, 2021 $ 23,717,127 There were on transfers between the level of fair value hierarchy during the three months ended March 31, 2021. |
BUSINESS COMBINATION AGREEMENT
| BUSINESS COMBINATION AGREEMENT | 3 Months Ended |
| Mar. 31, 2021 | |
| BUSINESS COMBINATION AGREEMENT | |
| BUSINESS COMBINATION AGREEMENT | NOTE 9. BUSINESS COMBINATION AGREEMENT On February 9, 2021, the Company entered into a Business Combination agreement (the “Business Combination Agreement”) with the Opportunity Financial, LLC, a Delaware limited liability company (“OppFi”), OppFi Shares, LLC, a Delaware limited liability company (“OFS”) which will hold seller retained interests in OppFi, and Todd Schwartz, in his capacity as the Members’ Representative (in such capacity, the “Members’ Representative”). Upon consummation of the transactions contemplated by the Business Combination Agreement, the Company will change its name to “OppFi Inc.” At the Closing, OppFi will transfer to the Company a number of OppFi Units equal to the number of shares of Class A common stock, par value $0.0001 per share, of the Company issued and outstanding as of immediately prior to the Closing (after giving effect to any Company stockholder redemptions and the Class B Common Stock Conversion (as defined below)). The members of OppFi (“Members”) will, immediately following the Closing, retain an aggregate number of OppFi Units (such OppFi Units retained by the Members, the “Retained OppFi Units”) equal to (i) (A) OppFi’s equity value of $743,000,000 (as defined in the Business Combination Agreement), plus (B) the Company Cash Amount (as defined in the Business Combination Agreement), plus (C) the amount by which the Working Capital (as defined in the Business Combination Agreement) is greater than the Target Working Capital Amount (as defined in the Business Combination Agreement), if any, minus (D) the amount by which the Working Capital is less than the Target Working Capital Amount, minus (E) the Cash Consideration, divided by (ii) $10. In connection with the Closing, on the date of the Closing (the “Closing Date”), 25,500,000 Retained OppFi Units (the “Earnout Units”) held by the Members and an equal number of shares of Class V Voting Stock issued to the Members by the Company in connection with the Business Combination and held by OFS, will be subject to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement. Following the Closing, the combined Company will be organized in an “Up-C” structure in which substantially all of the assets and the business of the combined Company will be held by OppFi and its subsidiaries, and the Company’s only direct assets will consist of OppFi Units. Assuming that none of the Company’s current stockholders exercise their right to redeem their Class A common stock, and subject to adjustment for cash on hand and working capital, as of immediately following the Closing and without giving effect to the Earnout Units or outstanding warrants to purchase Class A common stock, the Company is expected to own, directly or indirectly, approximately 38% of the OppFi Units and will control OppFi as the sole manager of OppFi in accordance with the terms of the OppFi Amended and Restated Limited Liability Company Agreement and all remaining OppFi Units will be owned by the Members. In connection with the Closing, pursuant to the terms and conditions of the amended and restated certificate of incorporation of Company, dated as of September 29, 2020 (the “Current Certificate of Incorporation”), and the Amended Sponsor Letter (as defined below), all then-outstanding shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”) will be converted into shares of Class A common stock (after giving effect to the Amended Sponsor Letter (as defined below)) on a one-for-one basis and into an aggregate number of 5,943,750 shares of Class A common stock (the “Class B Common Stock Conversion”). Pursuant to the Business Combination Agreement, the “Cash Consideration” will be equal to (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A common stock by the Company’s current stockholders, less (ii) the amount by which (a) the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing and $15,000,000, exceed (b) the amount of all cash, cash equivalents, deposits and marketable securities held by OppFi on the Closing Date (such amount, as adjusted, the “Available Closing Date Cash”). Beginning on the six month anniversary of the Closing, each Retained OppFi Unit held by the Members may be exchanged, subject to certain conditions, for either one share of Class A common stock or, at the election of the Company in its capacity as the sole manager of OppFi, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the OppFi A&R LLCA (such exchange rights, as further described in the OppFi Amended and Restated Limited Liability Company Agreement, the “Exchange Rights”). For each Retained OppFi Unit so exchanged, one share of the Class V Voting Stock will be canceled by the Company. Representations, Warranties and Covenants The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing, other than claims against a party that committed fraud with respect to the making of its applicable representation and warranty. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of OppFi, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and the Closing. The covenants made under the Business Combination Agreement will not survive the Closing, unless by their terms, they are to be performed in whole or in part after the Closing. Each of the parties to the Business Combination Agreement has agreed to use its commercially reasonable efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination Agreement in the most expeditious manner practicable. Conditions to Closing Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby and certain other matters by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”); (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Business Combination Agreement, in each case subject to the certain materiality standards contained in the Business Combination Agreement. In addition, OppFi’s obligation to consummate the Business Combination is subject to the condition that the Company have at least $200,000,000 of Available Closing Date Cash at the Closing. Terminatio n The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including only as follows, (i) upon the mutual written consent of the Company and OppFi; (ii) by the Company or OppFi if any applicable law or final, non-appealable Order (as defined in the Business Combination Agreement) is in effect making the consummation of the Business Combination illegal; (iii) by the Company or OppFi if the Closing has not occurred by the Outside Date (as defined in the Business Combination Agreement); or (iv) by the Company, on the one hand, or OppFi, on the other hand, as a result of certain breaches by the counterparties to the Business Combination Agreement that remain uncured after any applicable cure period provided in each case (i)-(iv) that such termination right is not available to the applicable party if such party exercising the right is in breach of its representations, warranties, covenants, agreements or other obligations under the Business Combination Agreement. Other Agreements The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Simultaneously with the Closing, the Company, OppFi, the Members and the Members’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Members of 90% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained OppFi Units for Class A common stock (as more fully described in the Tax Receivable Agreement). Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its Current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A common stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws (as more fully described in the Second A&R Certificate of Incorporation and A&R Bylaws). Amended and Restated Limited Liability Company Agreement of OppFi At the Closing, the Company, OppFi and the Members will enter into the Amended and Restated Limited Liability Company Agreement of OppFi (the “OppFi A&R LLCA”), which will, among other things, permit the issuance and ownership of OppFi Units as contemplated to be issued and owned upon the consummation of the Business Combination, designate the Company as the sole manager of OppFi, provide for the Exchange Rights, otherwise amend and restate the rights and preferences of the OppFi Units and set forth the rights and preferences of the OppFi Units, and establish the ownership of the OppFi Units by the persons or entities indicated in the OppFi A&R LLCA, in each case, as more fully described in the OppFi A&R LLCA. Amendment to the Sponsor Letter In connection with the execution of the Business Combination Agreement, certain current officers and directors of the Company (including the Founder Holders (as defined in the Business Combination Agreement)), FG New America Investors LLC, the Company, OppFi and the Members’ Representative have entered into an amendment (the “Amended Sponsor Letter”) to a letter agreement entered into on September 29, 2020 in connection with the Company’s initial public offering (the “Letter Agreement”), pursuant to which, among other things, the Founder Holders agreed to waive any and all anti-dilution rights described in its Current Certificate of Incorporation or otherwise with respect to the shares of Class A common stock (that formerly constituted shares of Class B common stock held by the Founder Holders) held by the Founder Holders that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein (and as more fully described in the Amended Sponsor Letter). Investor Rights Agreement At the Closing, the Company, the Founder Holders, the Members, the Members’ Representative and certain other parties will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Company, the Founder Holders and certain other parties will terminate the Registration Rights Agreement, dated as of September 29, 2020, entered into by them in connection with the Company’s initial public offering, (ii) the Members’ Representative will have the right to nominate five directors to the board of directors of the Company, subject to certain independence and holdings requirements, (iii) the Company will provide certain registration rights for the shares of Class A common stock held by the Members, the Sponsor, and certain other parties, and (iv) a certain Founder Holder and the Members will agree not to transfer, sell, assign or otherwise dispose of the shares of Class A common stock and the OppFi Units held by such Founder Holder or such Members, as applicable, for twenty-four months and nine months, respectively, following the Closing, subject to certain exceptions, in each case as more fully described in the Investor Rights Agreement. |
SUBSEQUENT EVENTS
| SUBSEQUENT EVENTS | 3 Months Ended |
| Mar. 31, 2021 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS None. |
SUMMARY OF SIGNIFICANT ACCOUN_2
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. |
| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. |
| Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
| Warrant Liabilities | Warrant Liabilities The Company accounts for the 11,887,500 Public Warrants, 3,848,750 $11.50 Exercise Price Warrants, 1,512,500 $15 Exercise Price Warrants, 231,250 Private Unit Warrants and 59,437 Underwriter Warrants in accordance with the guidance contained in ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity”. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, due to a provision in the Warrant Agreement related to certain tender or exchange offer provisions, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Public Warrants are valued at market price based on a quoted price in an active market. The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants, Private Units Warrants & Underwriter Warrants at each reporting period. |
| 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. As of March 31, 2021, any deferred tax assets are fully reserved against due to losses. 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, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2021 and no amounts accrued for interest and penalties. 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. |
| Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. In the periods when net losses are incurred, no impact of dilutive securities is included in the calculation of diluted weighted average number of common shares outstanding. |
| Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share The weighted average shares outstanding are adjusted for the common shares subject to possible redemption. Basic and diluted loss per common share is calculated as follows: Three Months Ended March 31, 2021 Net loss $ (3,086,017) Weighted average shares outstanding, basic and diluted 9,386,002 Basic and diluted net loss per common share $ (0.33) |
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
| Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. T he Company reported warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values. |
| Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
| Mar. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Summary of reconciliation of net loss per common share | Three Months Ended March 31, 2021 Net loss $ (3,086,017) Weighted average shares outstanding, basic and diluted 9,386,002 Basic and diluted net loss per common share $ (0.33) |
FAIR VALUE MEASUREMENTS (Tables
| FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
| Mar. 31, 2021 | |
| FAIR VALUE MEASUREMENTS | |
| Summary of assets and liabilities that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account Level 1 $ 243,386,835 $ Liabilities: Public Warrants Level 1 $ 18,306,750 $ Private Unit Warrants Level 3 218,031 $11.50 Exercise Price Warrants Level 3 3,628,751 $15 Exercise Price Warrants Level 3 1,507,555 Underwriter Warrants Level 3 56,040 Total warrant liabilities $ 23,717,127 $ |
| Summary of significant inputs in the valuation model for the fair value of warrant liabilities | Following are the significant inputs in the valuation model for the fair value of warrant liabilities as of March 31, 2021: $11.50 $15.00 Exercise Exercise Private Unit Price Price Underwriter Inputs Warrant Warrant Warrant Warrant Exercise price $ 11.50 $ 11.50 $ 15.00 $ 11.50 Unit price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Volatility 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger Probability of completing a Business Combination 70 % % 70 % 70 % Expected term of the warrants 5.35 5.35 10.35 5.35 Risk-free rate 0.04% pre-merger / 0.92% post-merger 0.04% pre-merger / 0.92% post-merger 0.04% pre-merger / 1.74% post-merger 0.04% pre-merger / 0.92% post-merger Dividend yield Discount for lack of marketability 15 % 15 % 15 % 15 % Following are the significant inputs in the valuation model for the fair value of warrant liabilities as of December 31, 2020: $11.50 $15.00 Private Unit Exercise Price Exercise Price Underwriter Inputs Warrant Warrant Warrant Warrant Exercise price $ 11.50 $ 11.50 $ 15.00 $ 11.50 Unit price $ 10.00 $ 10.00 $ 10.00 $ 10.00 Volatility 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger 5% pre-merger / 20% post-merger Probability of completing a Business Combination % % % 60 % Expected term of the warrants Risk-free rate 0.12% pre-merger / 0.36% post-merger 0.12% pre-merger / 0.36% post-merger 0.12% pre-merger / 0.93% post-merger 0.12% pre-merger / 0.36% post-merger Dividend yield Discount for lack of marketability % % % 15 % |
| Summary of change in fair value of the warrant liabilities | The change in fair value of the warrant liabilities is summarized as follows: Total warrant liabilities as of December 31, 2020 $ 22,436,103 Change in fair value of warrant liabilities 1,281,024 Total warrant liabilities as of March 31, 2021 $ 23,717,127 |
DESCRIPTION OF ORGANIZATION A_2
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Oct. 14, 2020 | Oct. 14, 2020 | Oct. 02, 2020 | Mar. 31, 2021 |
| Subsidiary, Sale of Stock [Line Items] | ||||
| Exercise price of warrants (in dollars per share) | $ 15 | |||
| Additional units issued to underwriters | 118,875 | 118,875 | ||
| Payments for directors and officers insurance coverage | $ 300,037 | |||
| Investment of cash into trust account | $ 243,375,000 | |||
| $11.50 Exercise Price Warrants | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Share price | $ 11.50 | |||
| Number of warrants to purchase the shares issued (in shares) | 3,848,750 | |||
| Price of warrants | $ 1 | |||
| Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||
| $15 Exercise Price Warrants | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of warrants to purchase the shares issued (in shares) | 1,512,500 | |||
| Price of warrants | $ 0.10 | |||
| Exercise price of warrants (in dollars per share) | $ 15 | |||
| Number of shares issuable per warrant (in shares) | 1 | |||
| Class A Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Exercise price of warrants (in dollars per share) | $ 11.50 | |||
| Number of shares in a unit | 1 | |||
| Number of warrants in a unit | 0.5 | |||
| Class A Common Stock | $15 Exercise Price Warrants | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Share price | $ 15 | |||
| Exercise price of warrants (in dollars per share) | $ 15 | |||
| Number of shares issuable per warrant (in shares) | 1 | |||
| Class B Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of shares forfeited (in shares) | 525,000 | |||
| IPO | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Offering cost | $ 1,608,028 | |||
| Cash underwriting fee | 1,000,000 | |||
| Other offering cost | $ 608,028 | |||
| Percentage of aggregate fair market value of assets | 80.00% | |||
| Ownership interest to be acquired on post-transaction company | 50.00% | |||
| Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
| Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||
| Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||
| Interest to pay dissolution expenses | $ 100,000 | |||
| Per share value of residual assets in trust account | $ 10.25 | |||
| IPO | Class A Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of shares issued | 22,500,000 | |||
| Proceeds from issuance of shares | $ 225,000,000 | |||
| Share price | $ 10 | |||
| Exercise price of warrants (in dollars per share) | $ 11.50 | |||
| Number of shares in a unit | 1 | |||
| Number of warrants in a unit | 0.5 | |||
| Number of shares issuable per warrant (in shares) | 1 | |||
| Over-allotment Option | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Per share value of residual assets in trust account | $ 10 | |||
| Over-allotment Option | Class A Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of shares issued | 1,275,000 | |||
| Proceeds from issuance of shares | $ 12,750,000 | |||
| Additional units agreed to be issued | 3,375,000 | 3,375,000 | ||
| Private Placement | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of shares issued | 462,500 | |||
| Share price | $ 10 | |||
| Number of warrants to purchase the shares issued (in shares) | 462,500 | |||
| Price of warrants | $ 10 | |||
| Number of warrants in a unit | 0.5 | |||
| Number of shares issuable per warrant (in shares) | 1 | |||
| Additional units issued to underwriters | 6,375 | 112,500 | ||
| Private Placement | Class A Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of warrants to purchase the shares issued (in shares) | 1 | |||
| Exercise price of warrants (in dollars per share) | $ 11.50 | |||
| Number of shares in a unit | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
| Mar. 31, 2021 | Dec. 31, 2020 | |
| Subsidiary, Sale of Stock [Line Items] | ||
| Warrant liabilities | $ 23,717,127 | $ 22,436,103 |
| Unrecognized tax benefits | 0 | |
| Amounts accrued for the payment of interest and penalties | 0 | |
| Reconciliation of net loss per common share | ||
| Net loss | $ (3,086,017) | |
| Weighted average shares outstanding, basic and diluted | 9,386,002 | |
| Basic and diluted net loss per common share | $ (0.33) | |
| Public Warrants | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of warrants outstanding | 11,887,500 | |
| $11.50 Exercise Price Warrants | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of warrants outstanding | 3,848,750 | |
| $15 Exercise Price Warrants | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of warrants outstanding | 1,512,500 | |
| Private Unit Warrants | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of warrants outstanding | 231,250 | |
| Underwriter Warrants | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of warrants outstanding | 59,437 |
INITIAL PUBLIC OFFERING (Detail
| INITIAL PUBLIC OFFERING (Details) - USD ($) | Oct. 14, 2020 | Oct. 02, 2020 | Mar. 31, 2021 |
| Subsidiary, Sale of Stock [Line Items] | |||
| Exercise price of warrants (in dollars per share) | $ 15 | ||
| Class A Common Stock | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares in a unit | 1 | ||
| Number of warrants in a unit | 0.5 | ||
| Exercise price of warrants (in dollars per share) | $ 11.50 | ||
| IPO | Class A Common Stock | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares issued | 22,500,000 | ||
| Share price | $ 10 | ||
| Proceeds from issuance of shares | $ 225,000,000 | ||
| Number of shares in a unit | 1 | ||
| Number of warrants in a unit | 0.5 | ||
| Number of shares issuable per warrant (in shares) | 1 | ||
| Exercise price of warrants (in dollars per share) | $ 11.50 | ||
| Over-allotment Option | Class A Common Stock | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares issued | 1,275,000 | ||
| Proceeds from issuance of shares | $ 12,750,000 |
PRIVATE PLACEMENT (Details)
| PRIVATE PLACEMENT (Details) - USD ($) | Oct. 14, 2020 | Oct. 02, 2020 | Mar. 31, 2021 |
| Additional units issued to underwriters | 118,875 | 118,875 | |
| Exercise price of warrants (in dollars per share) | $ 15 | ||
| $11.50 Exercise Price Warrants | |||
| Number of warrants issued | 3,848,750 | ||
| Price of warrants | $ 1 | ||
| Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | |
| $15 Exercise Price Warrants | |||
| Number of warrants issued | 1,512,500 | ||
| Price of warrants | $ 0.10 | ||
| Number of shares issuable per warrant (in shares) | 1 | ||
| Exercise price of warrants (in dollars per share) | $ 15 | ||
| Private Placement | |||
| Number of warrants issued | 462,500 | ||
| Price of warrants | $ 10 | ||
| Aggregate gross proceeds | $ 8,625,000 | ||
| Additional units issued to underwriters | 6,375 | 112,500 | |
| Number of shares issuable per warrant (in shares) | 1 |
RELATED PARTY TRANSACTIONS - Fo
| RELATED PARTY TRANSACTIONS - Founder share (Details) - Class B Common Stock - USD ($) | Oct. 14, 2020 | Aug. 07, 2020 | Jul. 13, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
| Related Party Transaction [Line Items] | |||||
| Number of shares forfeited (in shares) | 525,000 | ||||
| Founder Shares | |||||
| Related Party Transaction [Line Items] | |||||
| Proceeds from issuance of Class B common stock to Sponsor | $ 30,000 | ||||
| Number of shares transferred to Company's management and board of directors | 1,250,000 | ||||
| Number of shares held | 5,218,750 | ||||
| Number of shares forfeited (in shares) | 525,000 | ||||
| Founder Shares | Sponsor | |||||
| Related Party Transaction [Line Items] | |||||
| Common shares issued to initial shareholder (in shares) | 6,468,750 | ||||
| Proceeds from issuance of Class B common stock to Sponsor | $ 30,000 | ||||
| Number of shares transferred to Company's management and board of directors | 1,250,000 | ||||
| Number of shares held | 5,218,750 | ||||
| Number of shares forfeited (in shares) | 525,000 | 4,693,750 | 4,693,750 | ||
| Threshold percentage of shares accepted to not transfer, assign or sell after the completion of the initial business combination | 50.00% | ||||
| Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 12 months | ||||
| Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
| Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
| Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
RELATED PARTY TRANSACTIONS - Pr
| RELATED PARTY TRANSACTIONS - Promissory note administrative support agreement (Details) | Sep. 29, 2020USD ($) |
| Administrative Services Agreement | |
| Related Party Transaction [Line Items] | |
| Expenses per month | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
| COMMITMENTS AND CONTINGENCIES (Details) - shares | Oct. 14, 2020 | Oct. 14, 2020 | Oct. 02, 2020 | Sep. 29, 2020 |
| Subsidiary, Sale of Stock [Line Items] | ||||
| Threshold period after the closing of the Initial Public Offering for underwriters right to first refusal to act as exclusive financial advisor | 24 months | |||
| Threshold period after the consummation of Business Combination for underwriters right to first refusal to act as exclusive financial advisor | 12 months | |||
| Maximum underwriter's fee (as a percent) | 3.50% | |||
| Maximum of underwriter's fee to be allocated to another financial institution (as a percent) | 50.00% | |||
| Over-allotment Option | Class A Common Stock | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Additional units agreed to be issued | 3,375,000 | 3,375,000 | ||
| Number of shares issued | 1,275,000 |
STOCKHOLDERS' EQUITY - Preferre
| STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
| STOCKHOLDERS' EQUITY - Common Stock (Details) | Oct. 14, 2020shares | Aug. 07, 2020shares | Jul. 13, 2020USD ($)shares | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 09, 2021$ / shares |
| Class A Common Stock | ||||||
| Class of Stock [Line Items] | ||||||
| Common stock, shares authorized | 380,000,000 | 380,000,000 | ||||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
| Common stock, number of votes per share | Vote | 1 | |||||
| Common stock, shares issued | 3,442,252 | 3,140,798 | ||||
| Common stock, shares outstanding | 3,442,252 | 3,140,798 | ||||
| Number of shares subject to possible redemption (in shares) | 20,914,123 | 21,215,577 | ||||
| Percentage of shares issued or issuable (as a percent) | 25.00% | |||||
| Class B Common Stock | ||||||
| Class of Stock [Line Items] | ||||||
| Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
| Common stock, number of votes per share | Vote | 1 | |||||
| Common stock, shares issued | 5,943,750 | 5,943,750 | ||||
| Common stock, shares outstanding | 5,943,750 | 5,943,750 | ||||
| Number of shares forfeited (in shares) | 525,000 | |||||
| Conversion ratio | 1 | |||||
| Class B Common Stock | Founder Shares | ||||||
| Class of Stock [Line Items] | ||||||
| Common stock, shares issued | 6,468,750 | |||||
| Proceeds from Issuance of Common Stock | $ | $ 30,000 | |||||
| Number of shares transferred to Company's management and board of directors | 1,250,000 | |||||
| Number of shares held | 5,218,750 | |||||
| Number of shares forfeited (in shares) | 525,000 | |||||
| Class B Common Stock | Sponsor | Founder Shares | ||||||
| Class of Stock [Line Items] | ||||||
| Proceeds from Issuance of Common Stock | $ | $ 30,000 | |||||
| Number of shares transferred to Company's management and board of directors | 1,250,000 | |||||
| Number of shares held | 5,218,750 | |||||
| Number of shares forfeited (in shares) | 525,000 | 4,693,750 | 4,693,750 | |||
| Number of shares held by sponsor | 4,693,750 |
STOCKHOLDERS' EQUITY - Warrants
| STOCKHOLDERS' EQUITY - Warrants (Details) - $ / shares | 3 Months Ended | |
| Mar. 31, 2021 | Oct. 02, 2020 | |
| Class of Warrant or Right [Line Items] | ||
| Exercise price of warrants (in dollars per share) | $ 15 | |
| Threshold consecutive trading days for redemption of warrants | 30 days | |
| Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
| Threshold number of trading days before sending notice of redemption to warrant holders | 20 days | |
| Threshold trading days for redemption of warrants | 3 days | |
| Class A Common Stock | ||
| Class of Warrant or Right [Line Items] | ||
| Exercise price of warrants (in dollars per share) | $ 11.50 | |
| Number of warrants in a unit | 0.5 | |
| Public Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Number of warrants in a unit | 1 | |
| Public Warrants | Class A Common Stock | ||
| Class of Warrant or Right [Line Items] | ||
| Number of shares issuable per warrant (in shares) | 1 | |
| Exercise price of warrants (in dollars per share) | $ 11.50 | |
| Redemption price per warrant (in dollars per share) | 0.01 | |
| $11.50 Exercise Price Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Exercise price of warrants (in dollars per share) | 11.50 | 11.50 |
| Redemption price per warrant (in dollars per share) | 11.50 | |
| Newly Issued Price (in dollars per share) | 11.50 | |
| $11.50 Exercise Price Warrants | Maximum | ||
| Class of Warrant or Right [Line Items] | ||
| Exercise price of warrants (in dollars per share) | $ 11.50 | |
| $15 Exercise Price Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Number of shares issuable per warrant (in shares) | 1 | |
| Exercise price of warrants (in dollars per share) | $ 15 | |
| $15 Exercise Price Warrants | Class A Common Stock | ||
| Class of Warrant or Right [Line Items] | ||
| Number of shares issuable per warrant (in shares) | 1 | |
| Exercise price of warrants (in dollars per share) | $ 15 | |
| Newly Issued Price (in dollars per share) | $ 15 | |
| Warrants exercisable term after the completion of a business combination | 10 years | |
| Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 15.00% |
FAIR VALUE MEASUREMENTS (Detail
| FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
| Liabilities: | ||
| Total warrant liabilities | $ 23,717,127 | $ 22,436,103 |
| Recurring | ||
| Liabilities: | ||
| Total warrant liabilities | 23,717,127 | 22,436,103 |
| Level 1 | Recurring | ||
| Assets: | ||
| Marketable securities held in Trust Account | 243,386,835 | 243,380,833 |
| Level 1 | Recurring | Public Warrants | ||
| Liabilities: | ||
| Total warrant liabilities | 18,306,750 | 17,235,686 |
| Level 3 | Recurring | Private Unit Warrants | ||
| Liabilities: | ||
| Total warrant liabilities | 218,031 | 209,629 |
| Level 3 | Recurring | $11.50 Exercise Price Warrants | ||
| Liabilities: | ||
| Total warrant liabilities | 3,628,751 | 3,488,911 |
| Level 3 | Recurring | $15 Exercise Price Warrants | ||
| Liabilities: | ||
| Total warrant liabilities | 1,507,555 | 1,447,997 |
| Level 3 | Recurring | Underwriter Warrants | ||
| Liabilities: | ||
| Total warrant liabilities | $ 56,040 | $ 53,880 |
FAIR VALUE MEASUREMENTS - Signi
| FAIR VALUE MEASUREMENTS - Significant inputs in the valuation model for the fair value of warrant liabilities (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
| Private Unit Warrants | Exercise price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 11.50 | 11.50 |
| Private Unit Warrants | Unit price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 10 | 10 |
| Private Unit Warrants | Volatility | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5 | 5 |
| Private Unit Warrants | Volatility | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 20 | 20 |
| Private Unit Warrants | Probability of completing a Business Combination | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 70 | 60 |
| Private Unit Warrants | Expected term of the warrants | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5.35 | 6.75 |
| Private Unit Warrants | Risk-free rate | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.04 | 0.12 |
| Private Unit Warrants | Risk-free rate | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.92 | 0.36 |
| Private Unit Warrants | Dividend yield | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0 | 0 |
| Private Unit Warrants | Discount for lack of marketability | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 15 | 15 |
| $11.50 Exercise Price Warrants | Exercise price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 11.50 | 11.50 |
| $11.50 Exercise Price Warrants | Unit price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 10 | 10 |
| $11.50 Exercise Price Warrants | Volatility | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5 | 5 |
| $11.50 Exercise Price Warrants | Volatility | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 20 | 20 |
| $11.50 Exercise Price Warrants | Probability of completing a Business Combination | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 70 | 60 |
| $11.50 Exercise Price Warrants | Expected term of the warrants | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5.35 | 6.75 |
| $11.50 Exercise Price Warrants | Risk-free rate | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.04 | 0.12 |
| $11.50 Exercise Price Warrants | Risk-free rate | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.92 | 0.36 |
| $11.50 Exercise Price Warrants | Dividend yield | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0 | 0 |
| $11.50 Exercise Price Warrants | Discount for lack of marketability | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 15 | 15 |
| $15 Exercise Price Warrants | Exercise price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 15 | 15 |
| $15 Exercise Price Warrants | Unit price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 10 | 10 |
| $15 Exercise Price Warrants | Volatility | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5 | 5 |
| $15 Exercise Price Warrants | Volatility | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 20 | 20 |
| $15 Exercise Price Warrants | Probability of completing a Business Combination | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 70 | 60 |
| $15 Exercise Price Warrants | Expected term of the warrants | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 10.35 | 11.75 |
| $15 Exercise Price Warrants | Risk-free rate | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.04 | 0.12 |
| $15 Exercise Price Warrants | Risk-free rate | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 1.74 | 0.93 |
| $15 Exercise Price Warrants | Dividend yield | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0 | 0 |
| $15 Exercise Price Warrants | Discount for lack of marketability | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 15 | 15 |
| Underwriter Warrants | Exercise price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 11.50 | 11.50 |
| Underwriter Warrants | Unit price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 10 | 10 |
| Underwriter Warrants | Volatility | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5 | 5 |
| Underwriter Warrants | Volatility | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 20 | 20 |
| Underwriter Warrants | Probability of completing a Business Combination | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 70 | 60 |
| Underwriter Warrants | Expected term of the warrants | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 5.35 | 6.75 |
| Underwriter Warrants | Risk-free rate | Pre-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.04 | 0.12 |
| Underwriter Warrants | Risk-free rate | Post-merger | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0.92 | 0.36 |
| Underwriter Warrants | Dividend yield | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 0 | 0 |
| Underwriter Warrants | Discount for lack of marketability | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants liability, measurement input | 15 | 15 |
FAIR VALUE MEASUREMENTS - Chang
| FAIR VALUE MEASUREMENTS - Change in fair value of the warrant liabilities (Details) - Warrant liabilities | 3 Months Ended |
| Mar. 31, 2021USD ($) | |
| Change in fair value of the warrant liabilities | |
| Warrant liabilities at the beginning | $ 22,436,103 |
| Change in fair value of warrant liabilities | 1,281,024 |
| Total warrant liabilities at the end | $ 23,717,127 |
BUSINESS COMBINATION AGREEMENT
| BUSINESS COMBINATION AGREEMENT (Details) | Feb. 09, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
| Subsequent Event [Line Items] | |||
| Available Closing Date Cash | $ | $ 200,000,000 | ||
| Percent of U.S. federal, state and local income tax savings realized by the Company | 90.00% | ||
| Class A Common Stock | |||
| Subsequent Event [Line Items] | |||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
| Conversion ratio | 1 | ||
| Number of shares issued upon conversion | 5,943,750 | ||
| Class B Common Stock | |||
| Subsequent Event [Line Items] | |||
| Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Opportunity Financial, LLC | |||
| Subsequent Event [Line Items] | |||
| Consideration transferred, equity value | $ | $ 743,000,000 | ||
| Per unit value of units retained | $ / shares | $ 10 | ||
| Cash consideration | $ | $ 15,000,000 | ||
| Opportunity Financial, LLC | Class V common stock | |||
| Subsequent Event [Line Items] | |||
| Earnout Units | 25,500,000 | ||
| Number of share that will be canceled for each Retained Unit | 1 | ||
| Opportunity Financial, LLC | Class A Common Stock | |||
| Subsequent Event [Line Items] | |||
| Common stock, par value | $ / shares | $ 0.0001 | ||
| Percentage of units expected to own, directly or indirectly by the entity | 38.00% | ||
| Number of shares per unit exchanged | 1 | ||
| Cash equivalent of the market value of number of shares to be exchanged | 1 |