Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | OCA Acquisition Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001820175 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39901 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 14,950,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,737,500 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) | |
Assets: | ||
Cash | $ 34 | |
Deferred offering costs | 175,378 | |
Total assets | 175,412 | |
Liabilities and Stockholder’s Equity | ||
Accrued offering costs and expenses | 10,233 | |
Promissory note – related party | 141,451 | |
Total current liabilities | 151,684 | |
Commitments and Contingencies | ||
Stockholder’s Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized, 3,737,500 shares issued and outstanding | 374 | [1] |
Additional paid-in capital | 24,626 | |
Accumulated deficit | (1,272) | |
Total stockholder’s equity | 23,728 | |
Total Liabilities and Stockholder’s Equity | $ 175,412 | |
[1] | Includes up to 487,500 shares of Class B common stock subject to forfeiture if the option to purchase additional units was not exercised in full or in part by the underwriter (See Note 5). As a result of the underwriter’s election to fully exercise their over-allotment option on January 20, 2021, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 3,737,500 |
Common stock, shares outstanding | 3,737,500 |
Statement of Operations
Statement of Operations | 5 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Formation and operating costs | $ 1,272 | |
Net loss | $ (1,272) | |
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | shares | 3,250,000 | [1] |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares | $ 0 | |
[1] | Excludes up to 487,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter’s election to fully exercise their over-allotment option on January 20, 2021, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). |
Statement of Changes in Stockho
Statement of Changes in Stockholder’s Equity - 5 months ended Dec. 31, 2020 - USD ($) | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Jul. 27, 2020 | |||||
Balance (in Shares) at Jul. 27, 2020 | [1] | ||||
Class B common stock issued to Sponsor | $ 374 | 24,626 | 25,000 | ||
Class B common stock issued to Sponsor (in Shares) | [1] | 3,737,500 | |||
Net loss | (1,272) | (1,272) | |||
Balance at Dec. 31, 2020 | $ 374 | $ 24,626 | $ (1,272) | $ 23,728 | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 3,737,500 | |||
[1] | Includes up to 487,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter’s election to fully exercise their over-allotment option on January 20, 2021, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by related parties | 448 |
Net cash used in operating activities | (824) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of founder shares | 25,000 |
Proceeds from issuance of promissory note to related party | 141,451 |
Payment of deferred offering costs | (165,593) |
Net cash provided by financing activities | 858 |
Net change in cash | 34 |
Cash, beginning of period | |
Cash, end of the period | 34 |
Supplemental disclosure of non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs and expenses | $ 9,785 |
Organization and Business Opera
Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations OCA Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 28, 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 (“Business Combination” ). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation and preparation for the Initial Public Offering (“IPO”) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering as described below. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). Subsequent to December 31, 2020, the registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2021 (the “Effective Date”). On January 20, 2021, the Company Simultaneously with the closing of the IPO, the Company consummated the sale of 7,057,500 warrants (the “Placement Warrants”), at a price of $1.00 per warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, generating gross proceeds of 7,057,500, which is described in Note 4. Transaction costs of the IPO amounted to $8,695,734 consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee, and $473,234 of other offering costs (see Note 8). Following the closing of the IPO on January 20, 2021, $151,742,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States and which was invested in U.S. government treasury bills with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the 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 the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations) . The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months from January 20, 2021, (or up to 24 months if the Company extends the period of time) the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate . The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period . The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations . Liquidity and Capital Resources As of December 31, 2020, the Company had $34 in cash and working capital deficit of $151,650 (excluding deferred offering costs). Subsequent to December 31, 2020, on January 20, 2021, . Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Risks and Uncertainties Management continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it 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. |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — 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 (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO, on January 20, 2021. On January 20, 2021, offering costs in the aggregate of $8,695,734 have been charged to stockholders’ equity (consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee and $473,234 of other offering costs). As of December 31, 2020, deferred offering costs amounted to $175,378. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 487,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As a result of the underwriter’s election to fully exercise their over-allotment option on January 20, 2021, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimus as of December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimus for the period from July 28, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On February 19, 2021, the Company sold 14,950,000 at a purchase price of $10.00 per Unit, . Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7 ) . |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,057,000 Placement Warrants at a price of $1.00 per Placement Warrant, for an aggregate purchase price of $7,057,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account (see Note 8) . Each Placement Warrant was identical to the Public Warrants sold in the IPO, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination . |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares During August 2020, the Company issued 5,031,250 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.005 per share, in connection with formation. On December 21, 2020, the Sponsor surrendered an aggregate of 1,293,750 shares of Class B common stock for no consideration, which were cancelled, resulting in an aggregate of 3,737,500 shares of Class B common stock outstanding including up to 487,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part. As a result of the underwriters’ election to fully exercise of their over-allotment option on January 20, 2021, the 487,500 shares were no longer subject to forfeiture (see Note 8). The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property . Promissory Note — Related Party On July 28, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $141,451 under the promissory note. On January 20, 2021, the Company paid the balance on the note from the proceeds of the IPO (see Note 8). Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Placement Units . As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans . Related Party Extension Loans The Company will have up to 18 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional six months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s shareholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $747,500 ($0.05 per Unit) on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest-bearing loan. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law, and then seek to dissolve and liquidate . Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $15,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriter fully exercised its over-allotment option (see Note 8). The underwriter was entitled to a cash underwriting fee of $0.20 per Unit payable upon the closing of the IPO. When the IPO closed o n January 20, 2021, the underwriter was paid an aggregate of $2,990,000, or $0.20 per Unit. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 in the aggregate. . Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company . |
Stockholder_s Equity
Stockholder’s Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity | Note 7 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock there were 3,737,500 shares of Class B common stock issued and outstanding. The Founders Shares included an aggregate of up to 487,500 shares of Class B common stock which were subject to forfeiture to the extent that the underwriter’s option to purchase additional units was not exercised in full. O n January 20, 2021, the underwriter fully exercised its over-allotment option, hence, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares . The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial 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 this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company) . Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Warrants . The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit . Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants . |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 20, 2021, the Company , for an aggregate purchase price of $7,057,500, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. On January 20, 2021, the Company paid the balance of $152,251 on the promissory note from the proceeds of the IPO . |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO, on January 20, 2021. On January 20, 2021, offering costs in the aggregate of $8,695,734 have been charged to stockholders’ equity (consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee and $473,234 of other offering costs). As of December 31, 2020, deferred offering costs amounted to $175,378. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Loss Per Common Stock | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of shares of Class B common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 487,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As a result of the underwriter’s election to fully exercise their over-allotment option on January 20, 2021, the 487,500 Founder Shares are no longer subject to forfeiture (see Note 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimus as of December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimus for the period from July 28, 2020 (inception) through December 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Jan. 20, 2021 | Dec. 31, 2020 | |
Organization and Business Operations (Details) [Line Items] | ||
Price per warrant (in Dollars per share) | $ 10 | |
Gross proceeds of initial private placement | $ 7,057,500 | |
Transaction costs | $ 8,695,734 | |
Underwriting fees | 2,990,000 | |
Deferred underwriting fees | 5,232,500 | |
Other offering costs | 473,234 | |
Dissolution expenses | $ 100,000 | |
Business combination price per share (in Dollars per share) | $ 10.15 | |
Net tangible assets | $ 5,000,001 | |
Outstanding public shares, percentage | 100.00% | |
Business combination, description | (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets | |
Capital resources | $ 34 | |
Working capital deficit | 151,650 | |
Capital contribution from sponsor | 25,000 | |
Loan from sponsor | $ 141,451 | |
Operating bank account | 2,000,000 | |
Working capital | $ 1,400,000 | |
Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Warrants price, per share (in Dollars per share) | $ 11.50 | |
Initial public offering, per share (in Dollars per share) | $ 10.15 | |
Private Placement [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Warrants shares, issued (in Shares) | 7,057,500 | |
Price per warrant (in Dollars per share) | $ 1 | |
Subsequent Event [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 14,950,000 | |
Gross proceeds of initial public oofering | $ 149,500,000 | |
Gross proceeds of initial private placement | 7,057,500 | |
Transaction costs | 8,695,734 | |
Other offering costs | $ 5,232,500 | |
Subsequent Event [Member] | Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 14,950,000 | |
Share price (in Dollars per share) | $ 10 | |
Warrants price, per share (in Dollars per share) | $ 0.20 | |
Net proceeds of initial public offering | $ 151,742,500 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 1,950,000 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds of initial public oofering | $ 149,500,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | |
Jan. 20, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||
Deferred offering costs | $ 175,378 | |
Over-Allotment Option [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Weighted average shares subject to forfeiture (in Shares) | 487,500 | |
Subsequent Event [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Deferred offering costs | $ 8,695,734 | |
Underwriting fee | 2,990,000 | |
Deferred underwriting fee | 5,232,500 | |
Other offering costs | $ 473,234 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Weighted average shares subject to forfeiture (in Shares) | 487,500 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Subsequent Event [Member] - $ / shares | 1 Months Ended | |
Feb. 19, 2021 | Jan. 20, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Number of units | 14,950,000 | |
Price per share | $ 10 | |
Warrant, description | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7). | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units | 14,950,000 | |
Price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units | 2,250,000 | |
Shares issued | 1,950,000 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 11.50 |
Private Placement (Details)
Private Placement (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Obligation to redeem public shares, percentage | 100.00% |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase of warrants | shares | 7,057,000 |
Price per warrant | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 7,057,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 21, 2020 | Aug. 31, 2020 | Jan. 20, 2021 | Dec. 31, 2020 | Jul. 28, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Subject to forfeiture (in Shares) | 487,500 | ||||
Business combination, description | (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||
Drawdown value under the promissory note. | $ 141,451 | ||||
Working capital loans | 1,500,000 | ||||
Deposited in trust account | $ 747,500 | ||||
Price per unit (in Dollars per share) | $ 0.05 | ||||
Share redeem percentage | 100.00% | ||||
Dissolution expenses | $ 100,000 | ||||
Office space | $ 15,000 | ||||
Subsequent Event [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Subject to forfeiture (in Shares) | 487,500 | ||||
Sponsor [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase price of shares issued | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.005 | ||||
Initial Public Offering [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Promissory note expenses | $ 300,000 | ||||
Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of common stock (in Shares) | 5,031,250 | ||||
Class B Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Shares surrendered (in Shares) | 1,293,750 | ||||
Aggregate common stock outstanding (in Shares) | 3,737,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Jan. 20, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Additional units to underwriters | 1,950,000 | |
Cash underwriting fee per unit | $ 0.20 | |
Deferred underwriting discount percentage | 3.50% | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriter price per unit | $ 11.50 | |
Aggregate gross proceeds | $ 5,232,500 | |
Subsequent Event [Member] | IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate value paid by underwriter | $ 2,990,000 | |
Underwriter price per unit | $ 0.20 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - $ / shares | 1 Months Ended | 5 Months Ended |
Jan. 20, 2021 | Dec. 31, 2020 | |
Stockholder’s Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Business combination, description | (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | |
Converted basis, percentage | 20.00% | |
Warrants, description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Warrants expiry term | 5 years | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Aggregate number of shares no longer subject to forfeiture | 487,500 | |
Warrant [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Description of warrant redemption | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. | |
Class A Common Stock [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Class B Common Stock [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 3,737,500 | |
Common stock, shares outstanding | 3,737,500 | |
Common stock subject to forfeiture | 487,500 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Jan. 20, 2021USD ($)$ / sharesshares | |
Subsequent Events (Details) [Line Items] | |
Number of units issued in transaction (in Shares) | shares | 14,950,000 |
Shares issued price per share (in Dollars per share) | $ / shares | $ 10 |
Gross proceeds | $ 149,500,000 |
Aggregate purchase price | 7,057,500 |
Transaction costs | 8,695,734 |
Underwriting fee | 2,990,000 |
Deferred underwriting fee | 5,232,500 |
Other offering costs | 473,234 |
Paid for debt | $ 152,251 |
Over-Allotment Option [Member] | |
Subsequent Events (Details) [Line Items] | |
Number of units issued in transaction (in Shares) | shares | 2,250,000 |
Private Placement Warrants [Member] | |
Subsequent Events (Details) [Line Items] | |
Number of units issued in transaction (in Shares) | shares | 7,057,500 |
Shares issued price per share (in Dollars per share) | $ / shares | $ 1 |