Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | |||
Entity Registrant Name | North Mountain Merger Corp. | ||
Entity Central Index Key | 0001819157 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 (this “Report”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of North Mountain Merger Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021 (the “Original Filing”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (together “SEC Staff”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the SEC Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) and concluded that the Warrants should be treated as derivative liabilities pursuant to ASC 815-40. Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statements for the period from July 14, 2020 (inception) through December 31, 2020 (the “Affected Period”), inclusive of any issued financial statements between the aforementioned period, should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock and should no longer be relied upon. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | NY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 13,225,000 | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,306,250 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 971,469 |
Prepaid expenses | 328,114 |
Total Current Assets | 1,299,583 |
Marketable securities held in Trust Account | 132,253,093 |
TOTAL ASSETS | 133,552,676 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Current Liabilities - accounts payable and accrued expenses | 124,265 |
Deferred underwriting payable | 4,628,750 |
Total Liabilities | 19,353,015 |
Commitments | |
Class A common stock subject to possible redemption 10,919,966 shares at redemption value | 109,199,660 |
Stockholders' Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no issued and outstanding | 0 |
Additional paid-in capital | 9,562,788 |
Accumulated deficit | (4,563,349) |
Total Stockholders' Equity | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 133,552,676 |
Class A Common Stock [Member] | |
Stockholders' Equity | |
Common stock | 231 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock | 331 |
Private Warrants [Member] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Warrant Liabilities | 5,673,000 |
Public Warrants [Member] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Warrant Liabilities | $ 8,927,000 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 22, 2020 |
Stockholders' Equity | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Class A Common Stock [Member] | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Common stock subject to possible redemption (in shares) | 10,919,966 | 11,334,808 | 11,334,984 |
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | ||
Common stock, shares issued (in shares) | 2,305,034 | ||
Common stock, shares outstanding (in shares) | 2,305,034 | ||
Class B Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 20,000,000 | ||
Common stock, shares issued (in shares) | 3,306,250 | ||
Common stock, shares outstanding (in shares) | 3,306,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 237,630 |
Loss from operations | (237,630) |
Other income: | |
Change in fair value of warrant liabilities | (3,918,000) |
Transaction costs allocable to warrant liabilities | (355,812) |
Other offering expense related to warrant liabilities | (55,000) |
Interest earned on marketable securities held in Trust Account | 3,093 |
Other income | (4,325,719) |
Loss before provision for income taxes | (4,563,349) |
Net loss | (4,563,349) |
Common Stock Subject to Possible Redemption [Member] | |
Other income: | |
Interest earned on marketable securities held in Trust Account | $ 2,554 |
Basic and diluted weighted average shares outstanding (in shares) | shares | 11,334,822 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ 0 |
Non-redeemable Common Stock [Member] | |
Other income: | |
Net loss | $ (4,240,546) |
Basic and diluted weighted average shares outstanding (in shares) | shares | 4,240,546 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (1.08) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Jul. 13, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jul. 13, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (414,554) | ||||
Ending balance at Sep. 30, 2020 | 5,000,001 | ||||
Beginning balance at Jul. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Jul. 13, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsor | $ 331 | 24,669 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 3,306,250 | ||||
Sale of 13,225,000 Units, net of paid and deferred underwriting discounts | $ 1,322 | 118,736,688 | 0 | 118,738,010 | |
Sale of 13,225,000 Units, net of paid and deferred underwriting discounts (in shares) | 13,225,000 | ||||
Class A common stock subject to possible redemption | $ (1,091) | (109,198,569) | 0 | (109,199,660) | |
Class A common stock subject to possible redemption (in shares) | (10,919,966) | ||||
Net loss | $ 0 | $ 0 | 0 | (4,563,349) | (4,563,349) |
Ending balance at Dec. 31, 2020 | $ 231 | $ 331 | $ 9,562,788 | $ (4,563,349) | $ 5,000,001 |
Ending balance (in shares) at Dec. 31, 2020 | 2,305,034 | 3,306,250 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Sep. 22, 2020shares |
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 13,225,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,563,349) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (3,093) |
Change in fair value of warrant liabilities | 3,918,000 |
Transaction costs allocable to warrant liabilities | 355,812 |
Other offering expense related to warrant liabilities | 55,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (328,114) |
Accounts payable and accrued expenses | 124,265 |
Net cash used in operating activities | (441,479) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (132,250,000) |
Net cash used in investing activities | (132,250,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 129,832,700 |
Proceeds from sale of Private Placement Warrants | 4,145,000 |
Proceeds from promissory note - related party | 75,000 |
Repayment of promissory note - related party | (75,000) |
Payment of offering costs | (339,752) |
Net cash provided by financing activities | 133,662,948 |
Net Change in Cash | 971,469 |
Cash - Beginning of period | 0 |
Cash - End of period | $ 971,469 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS North Mountain Merger Corp. (the “Company”) was incorporated in Delaware as a blank check company on July 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “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 segment of the broader financial services 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from July 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on September 17, 2020. On September 22, 2020, the Company consummated the Initial Public Offering of 13,225,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 1,725,000 Units, at $10.00 per Unit, generating gross proceeds of $132,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,145,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to North Mountain LLC (the “Sponsor”), generating gross proceeds of $4,145,000, which is described in Note 4. Transaction costs amounted to $7,385,802, consisting of $2,417,300 of underwriting fees, $4,628,750 of deferred underwriting fees and $339,752 of other offering costs. Following the closing of the Initial Public Offering on September 22, 2020, an amount of $132,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund its regulatory compliance costs and to pay its tax obligations (“permitted withdrawals”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share) plus a pro rata portion of the interest earned on the funds held in the Trust Account and not previously withdrawn to fund permitted withdrawals. The per share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules). If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until September 22, 2022 to consummate a Business Combination (the “Completion Window”). If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to make permitted withdrawals (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 a Business Combination within the Completion Window. The Sponsor and the Directors have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s officers, directors or any of their affiliates acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Completion Window. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a definitive agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to 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 (other than the Company’s independent registered public accounting firm), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (together “SEC Staff”) issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. Following the SEC Staff Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Reported Adjustments As Restated Balance sheet as of September 22, 2020 (audited) Total Liabilities $ 4,848,750 $ 10,682,000 $ 15,530,750 Class A Common Stock Subject to Possible Redemption 124,031,840 (10,682,000 ) 113,349,840 Class A Common Stock 82 107 189 Additional Paid-in Capital 5,001,945 410,705 5,412,650 Accumulated Deficit (2,352 ) (410,812 ) (413,164 ) Total Stockholder’s Equity 5,000,006 - 5,000,006 Number of Class A common stock subject to redemption 12,403,184 (1,068,200 ) 11,334,984 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 4,628,750 $ 10,668,000 $ 15,296,750 Class A Common Stock Subject to Possible Redemption 124,016,455 (10,668,000 ) 113,348,455 Class A Common Stock 82 107 189 Additional Paid-in Capital 5,017,330 396,705 5,414,035 Accumulated Deficit (17,742 ) (396,812 ) (414,554 ) Total Stockholder’s Equity 5,000,001 - 5,000,001 Number of Class A common stock subject to redemption 12,401,604 (1,066,796 ) 11,334,808 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 4,753,015 $ 14,600,000 $ 19,353,015 Class A Common Stock Subject to Possible Redemption 123,799,660 (14,600,000 ) 109,199,660 Class A Common Stock 85 146 231 Additional Paid-in Capital 5,234,122 4,328,666 9,562,788 Accumulated Deficit (234,537 ) (4,328,812 ) (4,563,349 ) Total Stockholder’s Equity 5,000,001 - 5,000,001 Number of Class A common stock subject to redemption 12,379,966 (1,460,000 ) 10,919,966 Period ended September 30, 2020 (unaudited) Net loss $ (17,742 ) $ (396,812 ) $ (414,554 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 0.00 11,334,984 11,334,984 Basic and diluted net earnings per share, common stock subject to possible redemption 0.00 - 0.00 Weighted average non-redeemable common stock outstanding, basic and diluted 3,003,520 (318,857 ) 2,684,663 Basic and diluted net loss per non-redeemable common stock (0.01 ) (0.30 ) (0.31 ) Year ended December 31, 2020 (audited) Net loss $ (234,537 ) $ (4,328,812 ) $ (4,563,349 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 12,401,730 (1,066,908 ) 11,334,822 Basic and diluted net earnings per share, common stock subject to possible redemption 0.00 - 0.00 Weighted average non-redeemable common stock outstanding, basic and diluted 3,612,953 627,593 4,240,546 Basic and diluted net loss per non-redeemable common stock (0.06 ) (1.02 ) (1.08 ) Cash Flow Statement for the period ended September 30, 2020 (audited) Net loss $ (17,742 ) $ (396,812 ) $ (414,554 ) Change in fair value of warrant liabilities — (14,000 ) (14,000 ) Allocation of initial public offering costs — 355,812 355,812 Other offering expense related to warrant liabilities — 55,000 55,000 Cash Flow Statement for the Year ended December 31, 2020 (audited) Net loss $ (234,537 ) $ (4,328,812 ) $ (4,563,349 ) Change in fair value of warrant liabilities — 3,918,000 3,918,000 Allocation of initial public offering costs — 355,812 355,812 Other offering expense related to warrant liabilities — 55,000 55,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2a. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund which are invested primarily in U.S. Treasury Securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrant Liability (as restated) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the private warrants was estimated using a Modified Black-Scholes Model. The fair value of the public warrants was initially measured using the Modified Black-Scholes model, and then subsequently measured at the public trading price. The key inputs and assumptions used for the Modified Black-Scholes model were the common stock price, expected term in years, expected volatility derived using a Monte Carlo Simulation, exercise price, and risk-free interest rate (see Note 10). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Loss per Share (as restated) Net income (loss) per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from July 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 2,554 Less: Income and franchise taxes (2,554 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 11,334,822 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,240,546 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,240,546 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 4,240,546 Basic and diluted net loss per share $ (1.08 ) 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements (as restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments (as restated) The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,225,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 1,725,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,145,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,145,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 14, 2020, the Sponsor purchased 3,306,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. As a result of the underwriter’s election to fully exercise the over-allotment option, 431,250 Founder Shares are no longer subject to forfeiture. The Sponsor and the Directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination or (ii) subsequent to a Business Combination, (x) if the closing price of the Class A stock common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their Class A common stock for cash, securities or other property. Administrative Support Agreement The Company has agreed, commencing on September 22, 2020, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from July 14, 2020 (inception) through December 31, 2020, the Company incurred approximately $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On July 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $75,000 was repaid at the closing of the Initial Public Offering on September 22, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sale of Units to Related Party Millais Limited, the indirect majority owner of the Company’s Sponsor, purchased 1,138,500 Units sold in the Initial Public Offering at $10.00 per Unit, or $11,358,000 in the aggregate. Underwriting Agreement The underwriter is entitled a deferred fee of 3.5% of the gross proceeds from the Units sold in the Initial Public Offering, or $4,628,750 in the aggregate. The deferred fee will be forfeited by the underwriter solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The underwriter did not receive any underwriting discount or commissions on Units purchased by Millais Limited, the indirect majority owner of the Company’s sponsor. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY (as restated) Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of a Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. These provisions of the Company’s Amended and Restated Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the Company’s common stock voting at a stockholder meeting. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
WARRANT LIABILITIES [Abstract] | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX (as restated) The income tax provision for the period from July 14, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Federal Current $ — Deferred (49,253 ) State and Local Current — Deferred — Change in valuation allowance 49,253 Income tax provision $ — The Company’s net deferred tax assets is as follows: December 31, 2020 Deferred tax assets Start-up Costs $ 30,269 Net operating loss carryforward 18,984 Total deferred tax assets 49,253 Valuation Allowance (49,253 ) Deferred tax assets, net of allowance $ — As of December 31, 2020, the Company had $90,400 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from July 14, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $49,251. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (18.0 )% Transaction costs allocable to warrant liabilities (1.6 )% Compensation expense related to warrant liabilities (0.3 )% Valuation allowance (1.1 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS (as restated) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description September 22, 2020 September 30, 2020 December 31, 2020 Assets: Marketable securities held in Trust Account 1 132,250,000 132,250,443 132,253,093 Liabilities: Warrant Liability – Public Warrants 1 6,482,000 6,474,000 8,927,000 Warrant Liability – Private Placement Warrants 3 4,200,000 4,194,000 5,673,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Initial and Subsequent Measurement – Private Placement and Public Warrants The Company established the initial fair value for the Warrants on September 22, 2020. On September 30, 2020 and on December 31, 2020 the fair value was remeasured. For both periods, the Private Placement Warrants were not separately traded on an open market. For the period ending September 30, 2020, the Public Warrants were not separately traded on an open market. As such, the Company used a Modified Black-Scholes model to value the Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Private Placement Warrants were classified as Level 3 at the measurement dates due to the use of unobservable inputs. The Public Warrants were classified as Level 3 at the initial measurement date and the September 30, 2020 measurement date due to the use of unobservable inputs. The key inputs into the Modified Black-Scholes model were as follows at initial measurement, September 30, 2020, and December 31, 2021: Input September 22, 2020 September 30, 2020 December 31, 2020 Common Stock Price $ 9.51 $ 9.51 $ 10.33 Expected term (years) 6.00 5.98 5.73 Expected Volatility (Public Warrants) derived from Monte Carlo Simulation 17.04 % 17.04 % 17.04 % Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 17.40 % 17.40 % 17.34 % Estimated probability of successful business combination 100.00 % 100.00 % 100.00 % Exercise Price $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 0.36 % 0.37 % 0.47 % Subsequent Measurement – Public Warrants The Public Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2020, the aggregate value of the Public Warrants was $8.9 million. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 (inception) $ — $ — $ — Initial measurement on September 22, 2020 4,200,000 6,482,000 10,682,000 Change in fair value of warrant liabilities (6,000) (8,000) (14,000) Fair value as of September 30, 2020 $ 4,194,000 $ 6,474,000 $ 10,668,000 Change in fair value of warrant liabilities 1,479,000 2,453,000 3,932,000 Fair value as of December 31, 2020 5,673,000 8,927,000 14,600,000 For the period ending December 31, 2020, a total of $6,482,000 of Public Warrants was transferred out of Level 3 into Level 1. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund which are invested primarily in U.S. Treasury Securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Warrant Liability | Warrant Liability (as restated) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the private warrants was estimated using a Modified Black-Scholes Model. The fair value of the public warrants was initially measured using the Modified Black-Scholes model, and then subsequently measured at the public trading price. The key inputs and assumptions used for the Modified Black-Scholes model were the common stock price, expected term in years, expected volatility derived using a Monte Carlo Simulation, exercise price, and risk-free interest rate (see Note 10). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. |
Net Loss per Share | Net Loss per Share (as restated) Net income (loss) per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 10,757,500 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from July 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 2,554 Less: Income and franchise taxes (2,554 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 11,334,822 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,240,546 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,240,546 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 4,240,546 Basic and diluted net loss per share $ (1.08 ) |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements (as restated) Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments (as restated) The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
Accounting for Warrants | The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Reported Adjustments As Restated Balance sheet as of September 22, 2020 (audited) Total Liabilities $ 4,848,750 $ 10,682,000 $ 15,530,750 Class A Common Stock Subject to Possible Redemption 124,031,840 (10,682,000 ) 113,349,840 Class A Common Stock 82 107 189 Additional Paid-in Capital 5,001,945 410,705 5,412,650 Accumulated Deficit (2,352 ) (410,812 ) (413,164 ) Total Stockholder’s Equity 5,000,006 - 5,000,006 Number of Class A common stock subject to redemption 12,403,184 (1,068,200 ) 11,334,984 Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 4,628,750 $ 10,668,000 $ 15,296,750 Class A Common Stock Subject to Possible Redemption 124,016,455 (10,668,000 ) 113,348,455 Class A Common Stock 82 107 189 Additional Paid-in Capital 5,017,330 396,705 5,414,035 Accumulated Deficit (17,742 ) (396,812 ) (414,554 ) Total Stockholder’s Equity 5,000,001 - 5,000,001 Number of Class A common stock subject to redemption 12,401,604 (1,066,796 ) 11,334,808 Balance sheet as of December 31, 2020 (audited) Total Liabilities $ 4,753,015 $ 14,600,000 $ 19,353,015 Class A Common Stock Subject to Possible Redemption 123,799,660 (14,600,000 ) 109,199,660 Class A Common Stock 85 146 231 Additional Paid-in Capital 5,234,122 4,328,666 9,562,788 Accumulated Deficit (234,537 ) (4,328,812 ) (4,563,349 ) Total Stockholder’s Equity 5,000,001 - 5,000,001 Number of Class A common stock subject to redemption 12,379,966 (1,460,000 ) 10,919,966 Period ended September 30, 2020 (unaudited) Net loss $ (17,742 ) $ (396,812 ) $ (414,554 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 0.00 11,334,984 11,334,984 Basic and diluted net earnings per share, common stock subject to possible redemption 0.00 - 0.00 Weighted average non-redeemable common stock outstanding, basic and diluted 3,003,520 (318,857 ) 2,684,663 Basic and diluted net loss per non-redeemable common stock (0.01 ) (0.30 ) (0.31 ) Year ended December 31, 2020 (audited) Net loss $ (234,537 ) $ (4,328,812 ) $ (4,563,349 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 12,401,730 (1,066,908 ) 11,334,822 Basic and diluted net earnings per share, common stock subject to possible redemption 0.00 - 0.00 Weighted average non-redeemable common stock outstanding, basic and diluted 3,612,953 627,593 4,240,546 Basic and diluted net loss per non-redeemable common stock (0.06 ) (1.02 ) (1.08 ) Cash Flow Statement for the period ended September 30, 2020 (audited) Net loss $ (17,742 ) $ (396,812 ) $ (414,554 ) Change in fair value of warrant liabilities — (14,000 ) (14,000 ) Allocation of initial public offering costs — 355,812 355,812 Other offering expense related to warrant liabilities — 55,000 55,000 Cash Flow Statement for the Year ended December 31, 2020 (audited) Net loss $ (234,537 ) $ (4,328,812 ) $ (4,563,349 ) Change in fair value of warrant liabilities — 3,918,000 3,918,000 Allocation of initial public offering costs — 355,812 355,812 Other offering expense related to warrant liabilities — 55,000 55,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Loss Per Common Share | Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. For the Period from July 14, 2020 (Inception) through December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 2,554 Less: Income and franchise taxes (2,554 ) Net loss allocable to shares subject to possible redemption $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 11,334,822 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,240,546 ) Net loss allocable to Common stock subject to possible redemption — Non-Redeemable Net Loss $ (4,240,546 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 4,240,546 Basic and diluted net loss per share $ (1.08 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
Income Tax Provision During Period | The income tax provision for the period from July 14, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Federal Current $ — Deferred (49,253 ) State and Local Current — Deferred — Change in valuation allowance 49,253 Income tax provision $ — |
Deferred Tax Assets | The Company’s net deferred tax assets is as follows: December 31, 2020 Deferred tax assets Start-up Costs $ 30,269 Net operating loss carryforward 18,984 Total deferred tax assets 49,253 Valuation Allowance (49,253 ) Deferred tax assets, net of allowance $ — |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (18.0 )% Transaction costs allocable to warrant liabilities (1.6 )% Compensation expense related to warrant liabilities (0.3 )% Valuation allowance (1.1 )% Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description September 22, 2020 September 30, 2020 December 31, 2020 Assets: Marketable securities held in Trust Account 1 132,250,000 132,250,443 132,253,093 Liabilities: Warrant Liability – Public Warrants 1 6,482,000 6,474,000 8,927,000 Warrant Liability – Private Placement Warrants 3 4,200,000 4,194,000 5,673,000 |
Key Inputs into Modified Black-Scholes Model | he key inputs into the Modified Black-Scholes model were as follows at initial measurement, September 30, 2020, and December 31, 2021: Input September 22, 2020 September 30, 2020 December 31, 2020 Common Stock Price $ 9.51 $ 9.51 $ 10.33 Expected term (years) 6.00 5.98 5.73 Expected Volatility (Public Warrants) derived from Monte Carlo Simulation 17.04 % 17.04 % 17.04 % Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation 17.40 % 17.40 % 17.34 % Estimated probability of successful business combination 100.00 % 100.00 % 100.00 % Exercise Price $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 0.36 % 0.37 % 0.47 % |
Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of July 13, 2020 (inception) $ — $ — $ — Initial measurement on September 22, 2020 4,200,000 6,482,000 10,682,000 Change in fair value of warrant liabilities (6,000) (8,000) (14,000) Fair value as of September 30, 2020 $ 4,194,000 $ 6,474,000 $ 10,668,000 Change in fair value of warrant liabilities 1,479,000 2,453,000 3,932,000 Fair value as of December 31, 2020 5,673,000 8,927,000 14,600,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Sep. 22, 2020 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | ||
Transaction costs | $ 7,385,802 | |
Underwriting fees | 2,417,300 | |
Deferred underwriting fees | 4,628,750 | |
Other costs | 339,752 | |
Net proceeds deposited in trust account | $ 132,250,000 | $ 132,253,093 |
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Warrants [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ 1 | |
Warrants issued (in shares) | 4,145,000 | |
Gross proceeds from issuance of warrants | $ 4,145,000 | |
Initial Public Offering [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Deferred underwriting fees | $ 4,628,750 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units to be issued (in shares) | 13,225,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 132,250,000 | |
Redemption price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units to be issued (in shares) | 1,725,000 | |
Share price (in dollars per share) | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 22, 2020 | Jul. 13, 2020 |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | ||||
Minimum percentage of outstanding shares held that entitles holders to receive cash for warrants | 50.00% | |||
Balance Sheet [Abstract] | ||||
Total Liabilities | $ 19,353,015 | $ 15,296,750 | $ 15,530,750 | |
Class A Common Stock Subject to Possible Redemption | 109,199,660 | 113,348,455 | 113,349,840 | |
Additional Paid-in Capital | 9,562,788 | 5,414,035 | 5,412,650 | |
Accumulated Deficit | (4,563,349) | (414,554) | (413,164) | |
Total Stockholder's Equity | 5,000,001 | 5,000,001 | 5,000,006 | $ 0 |
Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A Common Stock | $ 231 | $ 189 | $ 189 | |
Number of Class A common stock subject to redemption (in shares) | 10,919,966 | 11,334,808 | 11,334,984 | |
As Previously Reported [Member] | ||||
Balance Sheet [Abstract] | ||||
Total Liabilities | $ 4,753,015 | $ 4,628,750 | $ 4,848,750 | |
Class A Common Stock Subject to Possible Redemption | 123,799,660 | 124,016,455 | 124,031,840 | |
Additional Paid-in Capital | 5,234,122 | 5,017,330 | 5,001,945 | |
Accumulated Deficit | (234,537) | (17,742) | (2,352) | |
Total Stockholder's Equity | 5,000,001 | 5,000,001 | 5,000,006 | |
As Previously Reported [Member] | Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A Common Stock | $ 85 | $ 82 | $ 82 | |
Number of Class A common stock subject to redemption (in shares) | 12,379,966 | 12,401,604 | 12,403,184 | |
Adjustments [Member] | ||||
Balance Sheet [Abstract] | ||||
Total Liabilities | $ 14,600,000 | $ 10,668,000 | $ 10,682,000 | |
Class A Common Stock Subject to Possible Redemption | (14,600,000) | (10,668,000) | (10,682,000) | |
Additional Paid-in Capital | 4,328,666 | 396,705 | 410,705 | |
Accumulated Deficit | (4,328,812) | (396,812) | (410,812) | |
Total Stockholder's Equity | 0 | 0 | 0 | |
Adjustments [Member] | Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A Common Stock | $ 146 | $ 107 | $ 107 | |
Number of Class A common stock subject to redemption (in shares) | (1,460,000) | (1,066,796) | (1,068,200) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Operations [Abstract] | ||
Net loss | $ (414,554) | $ (4,563,349) |
Common Stock Subject to Possible Redemption [Member] | ||
Statement of Operations [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 11,334,984 | 11,334,822 |
Basic and diluted net loss per share (in dollars per share) | $ 0 | $ 0 |
Non-redeemable Common Stock [Member] | ||
Statement of Operations [Abstract] | ||
Net loss | $ (4,240,546) | |
Basic and diluted weighted average shares outstanding (in shares) | 2,684,663 | 4,240,546 |
Basic and diluted net loss per share (in dollars per share) | $ (0.31) | $ (1.08) |
As Previously Reported [Member] | ||
Statement of Operations [Abstract] | ||
Net loss | $ (17,742) | $ (234,537) |
As Previously Reported [Member] | Common Stock Subject to Possible Redemption [Member] | ||
Statement of Operations [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 0 | 12,401,730 |
Basic and diluted net loss per share (in dollars per share) | $ 0 | $ 0 |
As Previously Reported [Member] | Non-redeemable Common Stock [Member] | ||
Statement of Operations [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 3,003,520 | 3,612,953 |
Basic and diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.06) |
Adjustments [Member] | ||
Statement of Operations [Abstract] | ||
Net loss | $ (396,812) | $ (4,328,812) |
Adjustments [Member] | Common Stock Subject to Possible Redemption [Member] | ||
Statement of Operations [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 11,334,984 | (1,066,908) |
Basic and diluted net loss per share (in dollars per share) | $ 0 | $ 0 |
Adjustments [Member] | Non-redeemable Common Stock [Member] | ||
Statement of Operations [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | (318,857) | 627,593 |
Basic and diluted net loss per share (in dollars per share) | $ (0.30) | $ (1.02) |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (414,554) | $ (4,563,349) |
Change in fair value of warrant liabilities | (14,000) | 3,918,000 |
Allocation of initial public offering costs | 355,812 | 355,812 |
Other offering expense related to warrant liabilities | 55,000 | 55,000 |
As Previously Reported [Member] | ||
Statement of Cash Flows [Abstract] | ||
Net loss | (17,742) | (234,537) |
Change in fair value of warrant liabilities | 0 | 0 |
Allocation of initial public offering costs | 0 | 0 |
Other offering expense related to warrant liabilities | 0 | 0 |
Adjustments [Member] | ||
Statement of Cash Flows [Abstract] | ||
Net loss | (396,812) | (4,328,812) |
Change in fair value of warrant liabilities | (14,000) | 3,918,000 |
Allocation of initial public offering costs | 355,812 | 355,812 |
Other offering expense related to warrant liabilities | $ 55,000 | $ 55,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2020USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
Income Taxes [Abstract] | |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator: Net Loss minus Net Earnings [Abstract] | ||
Interest earned on marketable securities held in Trust Account | $ 3,093 | |
Net loss | $ (414,554) | (4,563,349) |
Common Stock Subject to Possible Redemption [Member] | ||
Numerator: Net Loss minus Net Earnings [Abstract] | ||
Interest earned on marketable securities held in Trust Account | 2,554 | |
Less: Income and franchise taxes | (2,554) | |
Net loss allocable to Common stock subject to possible redemption | $ 0 | |
Denominator: Weighted Average Non-Redeemable Common Stock [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 11,334,984 | 11,334,822 |
Basic and diluted net loss per share (in dollars per share) | $ 0 | $ 0 |
Non-redeemable Common Stock [Member] | ||
Numerator: Net Loss minus Net Earnings [Abstract] | ||
Net loss | $ (4,240,546) | |
Net loss allocable to Common stock subject to possible redemption | 0 | |
Non-Redeemable Net Loss | $ (4,240,546) | |
Denominator: Weighted Average Non-Redeemable Common Stock [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 2,684,663 | 4,240,546 |
Basic and diluted net loss per share (in dollars per share) | $ (0.31) | $ (1.08) |
Warrants [Member] | ||
Net Loss Per Common Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,757,500 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Sep. 22, 2020 | Dec. 31, 2020 |
Public Warrants [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 0.5 | |
Class A Common Stock [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 1 | |
Initial Public Offering [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 13,225,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 13,225,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 0.5 | |
Warrants exercise price (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 1,725,000 | |
Unit price (in dollars per share) | $ 10 | |
Proposed Public Offering [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($) | Sep. 22, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,145,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 4,145,000 | |
Class A Common Stock [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Jul. 14, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 13, 2020shares |
Founder Shares [Abstract] | |||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||
Stock conversion basis at time of business combination | 1 | ||
Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Number of trading days | 30 days | ||
Trading day threshold period | 20 days | ||
Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 18 | ||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Threshold period after initial Business Combination | 150 days | ||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 3,306,250 | ||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||
Ownership interest, as converted percentage | 20.00% | ||
Number of shares no longer subject to forfeiture (in shares) | 431,250 | ||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 431,250 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($) | Sep. 22, 2020 | Jul. 14, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | |||
Repayment of debt to related party | $ 75,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transactions [Abstract] | |||
Repayment of debt to related party | $ 75,000 | ||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | $ 300,000 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | $ 10,000 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Expenses [Member] | |||
Related Party Transactions [Abstract] | |||
Fees payable | 30,000 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | $ 1,500,000 | ||
Unit price (in dollars per share) | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Sep. 22, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 17, 2020Individual |
Sale of Units to Related Party [Abstract] | |||
Proceeds from sale of stock | $ 25,000 | ||
Underwriting Agreement [Abstract] | |||
Deferred underwriting fees | $ 4,628,750 | ||
Maximum [Member] | |||
Registration and Stockholder Rights [Abstract] | |||
Number of demands eligible security holder can make | Individual | 3 | ||
Initial Public Offering [Member] | |||
Sale of Units to Related Party [Abstract] | |||
Units issued (in shares) | shares | 13,225,000 | ||
Underwriting Agreement [Abstract] | |||
Deferred underwriting discount | 3.50% | ||
Deferred underwriting fees | $ 4,628,750 | ||
Sponsor [Member] | Initial Public Offering [Member] | |||
Sale of Units to Related Party [Abstract] | |||
Units issued (in shares) | shares | 1,138,500 | ||
Unit price (in dollars per share) | $ / shares | $ 10 | ||
Proceeds from sale of stock | $ 11,358,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended | ||
Dec. 31, 2020$ / sharesshares | Sep. 30, 2020shares | Sep. 22, 2020shares | |
Stockholders' Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Stock conversion basis at time of business combination | 1 | ||
Stock conversion percentage threshold | 20.00% | ||
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Voting right per share | One vote | ||
Common stock, shares issued (in shares) | 2,305,034 | ||
Common stock, shares outstanding (in shares) | 2,305,034 | ||
Common stock subject to possible redemption (in shares) | 10,919,966 | 11,334,808 | 11,334,984 |
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 20,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Voting right per share | One vote | ||
Common stock, shares issued (in shares) | 3,306,250 | ||
Common stock, shares outstanding (in shares) | 3,306,250 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 6 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period to exercise warrants after public offerings | 12 months |
Expiration period of warrants | 5 days |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Notice period to redeem warrants | 30 days |
Minimum [Member] | |
Warrants [Abstract] | |
Period warrants to become excisable after business combination | 30 days |
Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Number of trading days | 30 days |
Trading day threshold period | 20 days |
Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Percentage of newly issued price to be adjusted to exercise price of warrants | 115.00% |
Period for warrants to become exercisable | 30 days |
INCOME TAX (Details)
INCOME TAX (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Federal [Abstract] | |
Current | $ 0 |
Deferred | (49,253) |
State and Local [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 49,253 |
Income tax provision | 0 |
Deferred Tax Assets [Abstract] | |
Start-up Costs | 30,269 |
Net operating loss carryforward | 18,984 |
Total deferred tax assets | 49,253 |
Valuation Allowance | (49,253) |
Deferred tax assets, net of allowance | 0 |
Federal net operating loss carryovers | $ 90,400 |
Reconciliation of Federal Income Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liabilities | (18.00%) |
Transaction costs allocable to warrant liabilities | (1.60%) |
Compensation expense related to warrant liabilities | (0.30%) |
Valuation allowance | (1.10%) |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 22, 2020 |
Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | $ 8,927,000 | ||
Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | 5,673,000 | ||
Recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | 132,253,093 | $ 132,250,443 | $ 132,250,000 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | 8,927,000 | 6,474,000 | 6,482,000 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | $ 5,673,000 | $ 4,194,000 | $ 4,200,000 |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs into Modified Black-Scholes Model (Details) | Dec. 31, 2020$ / shares | Sep. 30, 2020$ / shares | Sep. 22, 2020$ / shares |
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 5 days | ||
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Common Stock Price [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 10.33 | 9.51 | 9.51 |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Expected Term [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 5 years 8 months 23 days | 5 years 11 months 23 days | 6 years |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Exercise Price [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Risk Free Rate of Interest [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 0.0047 | 0.0037 | 0.0036 |
Warrants [Member] | Public Warrants [Member] | Expected Volatility [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 0.1704 | 0.1704 | 0.1704 |
Warrants [Member] | Private Placement Warrants [Member] | Expected Volatility [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 0.1734 | 0.1740 | 0.1740 |
Warrants [Member] | Private Placement Warrants [Member] | Estimated Probability of Successful Business Combination [Member] | |||
Key Inputs into Modified Black-Scholes Model [Abstract] | |||
Measurement input | 1 | 1 | 1 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 22, 2020 | |
Warrant Liabilities [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | $ 10,668,000 | $ 0 | $ 0 | |
Initial measurement on September 22, 2020 | 10,682,000 | |||
Change in fair value of warrant liabilities | 3,932,000 | (14,000) | ||
Fair value, end of period | 14,600,000 | 10,668,000 | 14,600,000 | |
Private Placement Warrants [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | 4,194,000 | 0 | 0 | |
Initial measurement on September 22, 2020 | 4,200,000 | |||
Change in fair value of warrant liabilities | 1,479,000 | (6,000) | ||
Fair value, end of period | 5,673,000 | 4,194,000 | 5,673,000 | |
Public Warrants [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | 6,474,000 | 0 | 0 | |
Initial measurement on September 22, 2020 | 6,482,000 | |||
Change in fair value of warrant liabilities | 2,453,000 | (8,000) | ||
Fair value, end of period | $ 8,927,000 | $ 6,474,000 | 8,927,000 | |
Number of securities to be called by each unit (in shares) | 0.5 | |||
Transfers out of Level 3 into Level 1 | $ 6,482,000 | |||
Class A Common Stock [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||||
Number of securities to be called by each unit (in shares) | 1 |