Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Mar. 29, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Motion Acquisition Corp. | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 0 | |
Amendment Flag | false | |
Entity Central Index Key | 0001822359 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39618 | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) | |
Current Assets: | ||
Cash | $ 878,653 | |
Prepaid expenses | 168,527 | |
Other current assets | 350 | |
Total Current Assets | 1,047,530 | |
Cash and marketable securities held in Trust Account | 115,020,078 | |
Total Assets | 116,067,608 | |
Current liabilities: | ||
Accounts payable | 11,658 | |
Franchise taxes payable | 78,192 | |
Other accrued liabilities | 70,000 | |
Total Current Liabilities | 159,850 | |
Deferred underwriting commissions in connection with the initial public offering | 4,025,000 | |
Total Liabilities | 4,184,850 | |
Commitments and Contingencies | ||
Class A common stock, 10,688,275 shares subject to possible redemption at $10.00 per share | 106,882,750 | |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,148,390 | |
Accumulated deficit | (148,751) | |
Total Stockholders’ Equity | 5,000,008 | |
Total Liabilities and Stockholders’ Equity | 116,067,608 | |
Class A Common Stock | ||
Stockholders’ Equity: | ||
Common stock value | 81 | |
Total Stockholders’ Equity | 81 | |
Class B Common Stock | ||
Stockholders’ Equity: | ||
Common stock value | 288 | [1],[2] |
Total Stockholders’ Equity | $ 288 | |
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3). | |
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4). |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Common stock shares subject to possible redemption | 10,688,275 |
Common stock shares subject to possible redemption per share (in Dollars per share) | $ / shares | $ 10 |
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 | 50,000,000 |
Common stock, shares issued | 811,725 |
Common stock, shares outstanding | 811,725 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 12,500,000 |
Common stock, shares issued | 2,875,000 |
Common stock, shares outstanding | 2,875,000 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Operating and formation costs | $ 168,830 |
Loss from operations | (168,830) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 20,078 |
Net loss | $ (148,751) |
Class A Common Shares | |
Other income: | |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | shares | 11,500,000 |
Basic and diluted net income per common share (in Dollars per share) | $ / shares | $ 0 |
Class B Common Shares | |
Other income: | |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | shares | 2,875,000 |
Basic and diluted net income per common share (in Dollars per share) | $ / shares | $ (0.06) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Balance at Aug. 10, 2020 | ||||||
Balance (in Shares) at Aug. 10, 2020 | ||||||
Issuance of Class B common shares to Sponsor | [1],[2] | $ 331 | 24,669 | 25,000 | ||
Issuance of Class B common shares to Sponsor (in Shares) | [1],[2] | 3,306,250 | ||||
Sale of 11,500,000 Units, net of underwriting discount and offering expenses | $ 1,150 | 108,205,359 | 108,206,509 | |||
Sale of 11,500,000 Units, net of underwriting discount and offering expenses (in Shares) | 11,500,000 | |||||
Sale of 2,533,333 private warrants | 3,800,000 | 3,800,000 | ||||
Forfeiture of Class B common stock | $ (43) | 43 | ||||
Forfeiture of Class B common stock (in Shares) | (431,250) | |||||
Class A common shares subject to possible redemption | $ (1,069) | (106,881,681) | (106,882,750) | |||
Class A common shares subject to possible redemption (in Shares) | (10,688,275) | |||||
Net loss | (148,751) | (148,751) | ||||
Balance at Dec. 31, 2020 | $ 81 | $ 288 | $ 5,148,390 | $ (148,751) | $ 5,000,008 | |
Balance (in Shares) at Dec. 31, 2020 | 811,725 | 2,875,000 | ||||
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3). | |||||
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4). |
Statement of Changes in Stock_2
Statement of Changes in Stockholders’ Equity (Parentheticals) | 5 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 11,500,000 |
Sale of private warrant shares | 2,533,333 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (148,751) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (20,078) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (168,527) |
Other current assets | (350) |
Accounts payable | 11,658 |
Franchise taxes payable | 78,192 |
Net cash used in operating activities | (247,856) |
Cash flow from investing activities: | |
Deposit of cash into Trust Account | (115,000,000) |
Net cash used in investing activities | (115,000,000) |
Cash flow from financing activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 |
Proceeds from sale of Private Warrants | 3,800,000 |
Proceeds from related party note payable | 71,473 |
Repayment of related party note payable | (71,473) |
Payment of offering costs | (373,491) |
Net cash provided by financing activities | 116,126,509 |
Net change in cash | 878,653 |
Cash - beginning of the period | |
Cash - end of the period | 878,653 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs paid by related party in exchange for issuance of Class B common stock | 25,000 |
Deferred offering costs included in other accrued liabilities | $ 70,000 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Motion Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 11, 2020. The Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The Company’s fiscal year end is December 31. Business Purpose The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company has neither engaged in any operations nor generated revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a business combination. Furthermore, there is no assurance that the Company will be able to successfully complete a business combination. Proposed Business Combination On March 8, 2021, the Company entered into a merger agreement with Ambulnz, Inc. The proposed business combination is subject to the approval of both companies’ stockholders, obtaining the required regulatory approvals, and the fulfillment of other conditions. See Note 9 for a further description of this proposed business combination. Financing The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2020. On October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 million (Note 4). The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. In November 2020, the underwriter advised the Company that it had elected to not exercise the over-allotment option (Note 3). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account will either be held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below. Pursuant to stock exchange listing rules, the Company must complete an initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the business combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial business combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination within the Combination Period (as defined below). The Company, having signed a definitive agreement for an initial business combination (Note 9), will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the business combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such redeemable common stock was recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Except as required by applicable law, the decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Company’s initial business combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. The Company will have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete its initial business combination (the “Combination Period”). If the Company does not complete a business combination within this period of time (and stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s Sponsor and the Company’s officers and directors have entered into agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below) in the event the Company does not complete a business combination within the required time period; provided, however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the Combination Period. In the event of such distribution, it is possible that the per share value in the Trust Account will be less than the Initial Public Offering price per Unit of $10.00. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 of 2002, 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 an emerging growth 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 an 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. Cash and Cash Equivalents Cash consists of proceeds from the sale of the Private Placement Warrants held outside of the Trust Account which may be used to pay for operating expenses, including expenses associated with identifying target businesses and consummating an initial business combination. The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. At December 31, 2020, the assets held in the Trust Account were substantially all held in U.S. Treasury Bills. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at December 31, 2020. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of approximately 6,360,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. In accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are entitled to a pro rata share of undistributed trust earnings but do not share in the Company’s net losses. Consequently, net income (loss) per share is calculated using the two-class method prescribed by ASC 260. Pursuant to this method, net income per share for Class A common stock is calculated by dividing the undistributed interest income earned on investments held in the Trust Account of $20,078 by the weighted average number of Class A shares outstanding since original issuance, and net loss per share for Class B common stock is calculated by dividing the net loss of $148,751, adjusted for income allocated to the Class A shares of $20,078, by the weighted average number of Class B shares outstanding during the period. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Public Units On October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 Units at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions. Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were placed in the Trust Account. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). 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 under certain circumstances. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 1,725,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised the Company that it would not exercise the over-allotment option, and consequently 431,250 Class B common shares were forfeited, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000, such that the Founder Shares (as defined below) will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter was entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $4.0 million in the aggregate, will be payable to the underwriter for deferred underwriting commissions from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On August 12, 2020, the Company’s Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 3,737,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued to the Sponsor. On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 3,737,500 to 3,306,250. On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional shares, and consequently 431,250 Class B common shares were forfeited, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000 such that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The Class B common stock shares were allocated among the Company’s officers, certain directors as well as to certain third parties. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the last reported sale price of the 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 initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $3.8 million in the Private Placement. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination (subject to certain exceptions). Related Party Loans On August 18, 2020, the Sponsor agreed to loan the Company up to an aggregate of $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed approximately $71,000 under the Note Payable and fully repaid the borrowings on October 19, 2020. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Company’s officers, directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. The Company had no borrowings under the Working Capital Loans at December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The Sponsor is entitled to registration rights with respect to the Founder Shares, Private Placement Warrants and any additional warrants that may be issued upon conversion of working capital loans pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, Sponsor will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Stockholders_ Equity
Stockholders’ Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6. STOCKHOLDERS’ EQUITY Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination, or earlier at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial business combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial business combination). Preferred stock Warrants The Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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 to its officers, directors or their affiliates, without taking into account any Founder Shares held by them 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 shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The 2,533,333 Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon 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, (2) the Private Placement Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (3) the Sponsor and its permitted transferees will also have certain registration rights related to the Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants). If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): ● 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 last reported 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 commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the Class A common stock for this purpose shall mean the average last reported 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. In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments ‒ Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $743 in cash and $115,019,335 in U.S. Treasury Bills. During the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its franchise taxes and income taxes. 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Securities Carrying Value at December 31, Gross Unrealized Fair Value - Quoted Prices in Active Markets U.S. Treasury Bills (mature on February 18, 2021) $ 115,019,335 $ 4,462 $ 115,024,797 |
Income Taxes
Income Taxes | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8. INCOME TAXES The income tax provision (benefit) for the year ended December 31, 2020 consists of the following: Current Federal $ (12,204 ) State — Deferred Federal (19,009 ) State — Change in valuation allowance 31,213 Income tax provision (benefit) $ — The Company’s net deferred tax assets are as follows: Deferred tax asset Net operating loss carryforward $ 12,204 Startup/organizational costs 19,009 Total deferred tax assets 31,213 Valuation allowance (31,213 ) Deferred tax assets, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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 as of December 31, 2020. A reconciliation of the statutory income tax rate to the Company’s effective tax rate for the period from August 11, 2020 (inception) to December 31, 2020 is as follows: Tax benefit at statutory federal income tax rate (21.00 %) Permanent book/tax difference 0.02 % Valuation allowance 20.98 % Income tax provision (benefit) 0.00 % |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the audited financial statements were issued. Based upon this review, the Company determined that, except as follows, there have been no events that have occurred that would require adjustment to or disclosure in the financial statements. Proposed Business Combination On March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc. dba DocGo (“DocGo”) pursuant to which DocGo would merge with a newly incorporated subsidiary of the Company (the “Merger”), with DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company. The Merger is expected to be consummated in the second quarter of 2021, following the receipt of required approval by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions. Consideration Upon consummation of the Merger, DocGo stockholders will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of the following stock price conditions: (i) 1,250,000 shares if the closing stock price equals or exceeds $12.50 per share on any 20 trading days in a 30-trading-day period at any time until the first anniversary of the closing date; (ii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; (iii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; and (iv) 1,250,000 shares if the closing stock price stock equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the fifth anniversary of the closing date. Sponsor Escrow Agreement Pursuant to the Merger Agreement, the Company’s Sponsor will enter into an escrow agreement (the “Sponsor Escrow Agreement”) with the Company and Continental Stock Transfer & Trust Company, as escrow agent, providing that, immediately following the closing of the Merger, the Sponsor shall deposit 575,000 shares of the Company’s Class A common stock (the “Sponsor Earnout Shares”) into escrow. The Sponsor Escrow Agreement will provide that such Sponsor Earnout Shares will either be released to the Sponsor or terminated and canceled by the Company if certain stock price conditions are met or not, as follows: (i) with respect to 287,500 Sponsor Earnout Shares, the closing stock price equals or exceeds $12.50 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date, and (ii) with respect to 287,500 Sponsor Earnout Shares, the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time at any time until the fifth anniversary of the closing date. Lock-Up Agreements Concurrently with the execution of the Merger Agreement, the Company, DocGo and Doc stockholders who will hold 72.19% of the fully-diluted equity of Company following the consummation of the Merger entered into lock-up agreements providing that such Company stockholders will not transfer the consideration shares for earn-out shares received by such stockholders for a period of six months following the consummation of the Merger, in each case on the terms and subject to the provisions set forth therein. Sponsor Waiver Agreement Concurrently with the execution of the Merger Agreement, the Company, the Sponsor and DocGo entered into an agreement providing for the Sponsor’s waiver of the anti-dilution and conversion price adjustments set forth in the Company’s Amended and Restated Certificate of Incorporation. As a result of such waiver, all outstanding Class B common stock of the Company will convert on a one-to-one basis into the Company’s Class A Common Stock concurrently with the closing of the Merger Agreement. Other Agreements The Merger Agreement also calls for additional agreements, including, among others, non-competition agreements, employment agreements, voting support agreements, and a registration rights agreement. PIPE Subscription Agreements The Company engaged Barclays Capital Inc. and Deutsche Bank Securities Inc. as co-lead private placement agents, and engaged Canaccord Genuity LLC as co-placement agent for a private placement of the Company’s Class A common stock. Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Investors”), pursuant to which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue an aggregate of 12,500,000 shares of the Company’s Class A Common Stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to the Company of $125,000,000 (the “PIPE”). The closing of the Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger, (ii) the accuracy of all representations and warranties of the Company and the Investors in the Subscription Agreements, and (iii) the Merger Agreement shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under the Subscription Agreement without having received the Investor’s prior written consent. The Company has agreed that, as soon as reasonably practicable, but in no event later than 30 calendar days following the closing date of the Merger, it shall file a registration statement with the SEC covering the resale by the Investors of the shares of the Company Common Stock issued to them in the PIPE and use its best efforts to have such registration statement declared effective as promptly as practicable thereafter, but in no event later than the earlier of 60 calendar days after filing (or 90 calendar days in the event the SEC issues written comments) or the 10th business day after the Company is notified that the registration statement will not be subject to review or further review. The shares of the Company’s Class A common stock were offered and sold to the Investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based on the fact that the sale will have been made without any general solicitation or advertising and based on representations from each Investor that (a) it was a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (b) it was purchasing the shares of the Company Common Stock for its own account investment, and not with a view to distribution, (c) it had been given full and complete access to information regarding the Company, DocGo, and the Merger, and (d) it understood that the offer and sale of the shares of the Company’s common stock was not registered and the shares may not be publicly sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. Conditions to Closing Consummation of the Merger is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Merger Agreement and the transactions contemplated thereby by the Company’s and DocGo’s respective stockholders. Other closing conditions include, among others: (i) the respective representations of the parties to each other being true and correct; (ii) performance and compliance with in all material respects of the respective covenants and agreements of each party; (iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated; (iv) obtaining the approval of the New York Department of Health with respect to the Merger and other transactions contemplated by the Merger Agreement; (v) DocGo having delivered financial statements with an unqualified audit opinion rendered by an auditing firm qualified by the Public Company Accounting Oversight Board (PCAOB); (vi) the aggregate amount of cash remaining in the Company’s Trust Account after taking into consideration redemptions by the Company’s public stockholders and other permitted disbursements, together with the proceeds of the PIPE (defined below), equaling or exceeding $175,000,000 (the “Minimum Cash Condition”); and (vii) the Company having at least $5,000,001 of net tangible assets remaining after the closing of the contemplated transactions. Termination The Merger Agreement may be terminated: (i) by mutual written consent of the parties; (ii) by either party if the Merger has not been consummated by November 8, 2021 (the Outside Date”); (iii) by either party if the Company or DocGo do not obtain the required approval of their respective stockholders; (iv) by either party in in the event of the breach of any covenant, representation or warranty by the other party that is not cured by the Outside Date; or (v) by the Company if DocGo has not delivered financial statements with an unqualified audit opinion rendered by a PCAOB-qualified auditing firm by June 30, 2021. |
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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and |
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. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 of 2002, 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 an emerging growth 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 an 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of proceeds from the sale of the Private Placement Warrants held outside of the Trust Account which may be used to pay for operating expenses, including expenses associated with identifying target businesses and consummating an initial business combination. The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. At December 31, 2020, the assets held in the Trust Account were substantially all held in U.S. Treasury Bills. |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income 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 during 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. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at December 31, 2020. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of approximately 6,360,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period presented. In accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are entitled to a pro rata share of undistributed trust earnings but do not share in the Company’s net losses. Consequently, net income (loss) per share is calculated using the two-class method prescribed by ASC 260. Pursuant to this method, net income per share for Class A common stock is calculated by dividing the undistributed interest income earned on investments held in the Trust Account of $20,078 by the weighted average number of Class A shares outstanding since original issuance, and net loss per share for Class B common stock is calculated by dividing the net loss of $148,751, adjusted for income allocated to the Class A shares of $20,078, by the weighted average number of Class B shares outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross holding gains and fair value held-to-maturity securities | Held-To-Maturity Securities Carrying Value at December 31, Gross Unrealized Fair Value - Quoted Prices in Active Markets U.S. Treasury Bills (mature on February 18, 2021) $ 115,019,335 $ 4,462 $ 115,024,797 |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | Current Federal $ (12,204 ) State — Deferred Federal (19,009 ) State — Change in valuation allowance 31,213 Income tax provision (benefit) $ — |
Schedule of net deferred tax assets | Deferred tax asset Net operating loss carryforward $ 12,204 Startup/organizational costs 19,009 Total deferred tax assets 31,213 Valuation allowance (31,213 ) Deferred tax assets, net of allowance $ — |
Schedule of effective tax rate | Tax benefit at statutory federal income tax rate (21.00 %) Permanent book/tax difference 0.02 % Valuation allowance 20.98 % Income tax provision (benefit) 0.00 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Oct. 19, 2020 | Dec. 31, 2020 | ||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | [1],[2] | $ 25,000 | |
Number of additional units purchased (in Shares) | 1,725,000 | ||
Percentage of fair market value of assets held in trust account | 80.00% | ||
Business combination acquire percentage | 50.00% | ||
Percentage of redemption of public shares | 100.00% | ||
Net tangible asset cause by redeem of public shares | $ 5,000,001 | ||
Interest to pay dissolution expenses | 100,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Amount of deferred underwriting commissions | $ 4,000,000 | ||
Net proceeds from sale of units | $ 115,000,000 | ||
Net proceeds per unit (in Dollars per share) | $ 10 | ||
Initial public offering price per unit (in Dollars per share) | $ 10 | ||
Private Placement Warrant [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued (in Shares) | 2,533,333 | ||
Price per unit (in Dollars per share) | $ 1.50 | ||
Gross proceeds | $ 3,800,000 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued (in Shares) | 11,500,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 115,000,000 | ||
Amount of offering costs incurred | 6,700,000 | ||
Amount of deferred underwriting commissions | $ 4,000,000 | ||
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3). | ||
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Purchase aggregate shares (in Shares) | shares | 6,360,000 |
Interest income earned on investments held trust account | $ 20,078 |
Net loss | $ (148,751) |
Class B Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Weighted average number of shares outstanding (in Shares) | shares | 20,078 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 16, 2020 | Oct. 19, 2020 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | |||
Net proceeds | $ 3,800,000 | ||
Purchase additional unit | 1,725,000 | ||
Forfeited shares | 431,250 | ||
Issued and outstanding shares after the initial public offering | 20.00% | ||
Underwriting discount per unit | $ 0.20 | ||
Underwriting discount | $ 2,300,000 | ||
Aggregate payable per unit | $ 0.35 | ||
Aggregate payable amount | $ 4,000,000 | ||
Maximum [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Common stock shares outstanding | 3,306,250 | ||
Minimum [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Common stock shares outstanding | 2,875,000 | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering units | 11,500,000 | ||
Price per unit | $ 10 | ||
Gross proceeds | $ 115,000,000 | ||
Offering costs | 6,700,000 | ||
Deferred underwriting commissions | $ 4,000,000 | ||
Private Placement [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per unit | $ 10 | $ 1.50 | |
Net proceeds | $ 115,000,000 | ||
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per unit | 11.50 | ||
Common stock, par value | $ 0.0001 | ||
Common stock shares outstanding | 811,725 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Deferred underwriting commissions | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 16, 2020 | Aug. 18, 2020 | Aug. 12, 2020 | Dec. 31, 2020 | Oct. 19, 2020 | Oct. 14, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||
Shares forfeited | 431,250 | ||||||
Founder shares percentage | 20.00% | ||||||
Note payable (in Dollars) | $ 71,000 | ||||||
Working capital loans convertible into warrants (in Dollars) | $ 1,500,000 | ||||||
Business combination price (in Dollars per share) | $ 9.20 | ||||||
Maximum [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding | 3,306,250 | ||||||
Minimum [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding | 2,875,000 | ||||||
Warrant [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination price (in Dollars per share) | $ 1.50 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Loan to cover expenses (in Dollars) | $ 150,000 | ||||||
Private Placement Warrants [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of warrants | 2,533,333 | ||||||
Price per unit (in Dollars per share) | $ 1.50 | $ 10 | |||||
Gross proceeds (in Dollars) | $ 3,800,000 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Offering costs (in Dollars) | $ 25,000 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of warrants | [1],[2] | 3,306,250 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Shares surrendered | 431,250 | ||||||
Common stock, shares outstanding | 2,875,000 | ||||||
Shares forfeited | 431,250 | 431,250 | |||||
Class B Common Stock [Member] | Maximum [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding | 3,306,250 | 3,737,500 | |||||
Class B Common Stock [Member] | Minimum [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding | 2,875,000 | 3,306,250 | |||||
Class B Common Stock [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of warrants | 3,737,500 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock, shares outstanding | 811,725 | ||||||
Common stock equal or exceeds percentage (in Dollars per share) | $ 12 | ||||||
Price per unit (in Dollars per share) | $ 11.50 | ||||||
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3). | ||||||
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4). |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders’ Equity (Details) [Line Items] | |
Preferred stock, shares authorized | shares | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Public warrants outstanding | shares | 3,833,333 |
Exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Effective issue price (in Dollars per share) | $ / shares | $ 9.20 |
Total equity proceeds | 60.00% |
Warrant price per unit (in Dollars per share) | $ / shares | $ 0.01 |
Common stock exceeds per unit (in Dollars per share) | $ / shares | $ 18 |
Warrant redemption description | Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Private Placement Warrants [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Private placement warrant shares | shares | 2,533,333 |
Warrant [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Effective issue price (in Dollars per share) | $ / shares | $ 1.50 |
Exercise price of warrant (in Dollars per share) | $ / shares | $ 9.20 |
Exercise price percentage | 115.00% |
Redemption price per share (in Dollars per share) | $ / shares | $ 18 |
Higher market value percentage | 180.00% |
Class A Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | shares | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | shares | 811,725 |
Common stock, shares outstanding | shares | 811,725 |
Common stock subject to possible redemption | shares | 10,688,275 |
Class B Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | shares | 12,500,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | shares | 2,875,000 |
Common stock, shares outstanding | shares | 2,875,000 |
Common stock voting rights | Holders of the Company’s Class B common stock are entitled to one vote for each share |
Converted basis percentage | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Cash [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Assets held trust account | $ 743 |
U.S. Treasury Bills [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Assets held trust account | $ 115,019,335 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of gross holding gains and fair value held-to-maturity securities - U.S. Treasury Bills [Member] | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
U.S. Treasury Bills Maturity date | Feb. 18, 2021 |
Carrying Value at (Amortized Cost) | $ 115,019,335 |
Gross Unrealized Holding Gain | 4,462 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 115,024,797 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ (12,204) |
State | |
Deferred | |
Federal | (19,009) |
State | |
Change in valuation allowance | 31,213 |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 12,204 |
Startup/organizational costs | 19,009 |
Total deferred tax assets | 31,213 |
Valuation allowance | (31,213) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective tax rate | 5 Months Ended |
Dec. 31, 2020 | |
Schedule of effective tax rate [Abstract] | |
Tax benefit at statutory federal income tax rate | (21.00%) |
Permanent book/tax difference | 0.02% |
Valuation allowance | 20.98% |
Income tax provision (benefit) | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 5 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Subsequent Events (Details) [Line Items] | ||
Additional shares | 1,725,000 | |
Consideration description | (i) 1,250,000 shares if the closing stock price equals or exceeds $12.50 per share on any 20 trading days in a 30-trading-day period at any time until the first anniversary of the closing date; (ii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; (iii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; and (iv) 1,250,000 shares if the closing stock price stock equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the fifth anniversary of the closing date. | |
Aggregate gross proceeds (in Dollars) | $ | $ 25,000 | [1],[2] |
Minimum cash condition amount (in Dollars) | $ | 175,000,000 | |
Remaining net tangible assets (in Dollars) | $ | $ 5,000,001 | |
DocGo Stockholders [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Stock issued | 83,600,000 | |
Sponsor Escrow Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Sponsor Earnout Shares | 287,500 | |
Closing stock price equal or exceeds (in Dollars per share) | $ / shares | $ 12.50 | |
Issue of sponsor earnout shares | 287,500 | |
Closing stock price equal or exceeds (in Dollars per share) | $ / shares | $ 15 | |
Lock-Up Agreements [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Fully-diluted equity percentage | 72.19% | |
PIPE Subscription Agreements [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Issue of aggregate shares | 12,500,000 | |
price per share (in Dollars per share) | $ / shares | $ 10 | |
Aggregate gross proceeds (in Dollars) | $ | $ 125,000,000 | |
Class A Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Stock issued | 11,500,000 | |
price per share (in Dollars per share) | $ / shares | $ 11.50 | |
Class A Common Stock [Member] | DocGo Stockholders [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Additional shares | 5,000,000 | |
Class A Common Stock [Member] | Sponsor Escrow Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Stock issued | 575,000 | |
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 3). | |
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4). |