Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Mar. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | Kingswood Acquisition Corp. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001823086 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Transition Report | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 0 | |
Amendment Description | Amendment No. 1 | |
Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A commonstock and three-fourths of one redeemable warrant | |
Trading Symbol | KWAC.U | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 11,604,000 | |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | KWAC | |
Security Exchange Name | NYSE | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisablefor one share of Class A common stock, each at anexercise price of $11.50 per share | |
Trading Symbol | KWAC WS |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash and cash equivalents | $ 1,457,839 |
Prepaid expenses | 292,740 |
Total current assets | 1,750,579 |
Investment held in Trust Account | 117,849,745 |
Total Assets | 119,600,324 |
Current liabilities | |
Accounts payable | 79,617 |
Due to related party | 1,667 |
Total current liabilities | 81,284 |
Deferred Underwriters' Discount | 4,025,000 |
Warrant liability | 7,202,334 |
Total liabilities | 11,308,618 |
Commitments | |
Class A common stock subject to possible redemption, 10,077,239 shares at redemption value | 103,291,697 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,792,155 |
Accumulated deficit | (792,587) |
Total Permanent equity | 5,000,009 |
Total Liabilities and Stockholder's Equity | 119,600,324 |
Class A common stock | |
Stockholders' Equity: | |
common stock | 153 |
Class B common stock | |
Stockholders' Equity: | |
common stock | $ 288 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / 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 | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 1,526,761 |
Common stock, shares outstanding | 1,526,761 |
Shares subject to possible redemption | 10,077,239 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
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 | |
Formation and operating costs | $ 198,780 |
Loss from operations | (198,780) |
Other income (expense) | |
Interest Income | 1,242 |
Transaction costs | (225,763) |
Change in fair value of warrant liabilities | (369,286) |
Total other expense, net | (593,807) |
Net loss | (792,587) |
Class A common stock | |
Other income (expense) | |
Interest Income | $ 1,242 |
Basic and diluted weighted average shares outstanding | shares | 2,734,701 |
Basic and diluted net loss per share, common stock | $ / shares | $ 0 |
Class B common stock | |
Other income (expense) | |
Net loss | $ (792,587) |
Basic and diluted weighted average shares outstanding | shares | 2,875,000 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.28) |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) | Dec. 31, 2020shares |
Class A common stock | |
Shares subject to possible redemption | 10,077,239 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 5 months ended Dec. 31, 2020 - USD ($) | Class B common stockCommon Stock | Class B common stock | Class A common stockCommon StockInitial Public Offering | Class A common stockCommon Stock | Additional Paid-In CapitalInitial Public Offering | Additional Paid-In Capital | Accumulated Deficit | Initial Public Offering | Total |
Balance as of July 27, 2020 at Jul. 26, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance as of July 27, 2020 (in shares) at Jul. 26, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B Common Stock to founders | $ 288 | 24,712 | 25,000 | ||||||
Issuance of Class B Common Stock to founders (in shares) | 2,875,000 | ||||||||
Sale of units | $ 1,160 | $ 112,079,590 | $ 112,080,750 | ||||||
Sale of units (in shares) | 11,604,000 | 11,500,000 | |||||||
Offering Costs | (6,629,209) | (6,629,209) | |||||||
Excess of cash received over Fair Value of Private Placement Warrants | 3,607,752 | 3,607,752 | |||||||
Net loss | $ (792,587) | (792,587) | (792,587) | ||||||
Maximum number of redeemable shares | $ (1,007) | (103,290,690) | (103,291,697) | ||||||
Maximum number of redeemable shares (in shares) | (10,077,239) | ||||||||
Balance at the end at March 31, 2021 at Dec. 31, 2020 | $ 288 | $ 153 | $ 5,792,155 | $ (792,587) | $ 5,000,009 | ||||
Balance at the end at March 31, 2021 (in shares) at Dec. 31, 2020 | 2,875,000 | 1,526,761 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 |
Initial Public Offering | |||
Sale of units (in shares) | 11,500,000 | ||
Private Placement | |||
Sale of units (in shares) | 104,000 | ||
Underwriters' | |||
Sale of units (in shares) | 1,500,000 | ||
Class A common stock | Initial Public Offering | |||
Sale of units (in shares) | 10,000,000 | ||
Class A common stock | Private Placement | |||
Sale of units (in shares) | 6,050,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (792,587) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash held in Trust Account | (1,242) |
Change in fair value of warrant liabilities | 369,286 |
Transaction costs | 225,763 |
Changes in working capital: | |
Prepaid assets | (292,740) |
Due to related party | 1,667 |
Accounts payable and accrued expenses | 79,617 |
Net cash used in operating activities | (410,236) |
Cash flows from investing activities: | |
Investments held in Trust | (117,848,503) |
Net cash used in investing activities | (117,848,503) |
Cash flows from financing activities: | |
Proceeds from sale of common stock to initial stockholders | 25,000 |
Proceeds from sale of Units, net of offering costs | 113,210,028 |
Proceeds from issuance of Private Placement Warrants | 6,481,550 |
Net cash provided by financing activities | 119,716,578 |
Net change in cash | 1,457,839 |
Cash, beginning of the period | 0 |
Cash, end of period | 1,457,839 |
Non-cash investing and financing transactions: | |
Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities | 6,833,048 |
Deferred underwriting commissions payable charged to additional paid in capital | $ 4,025,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Business Operations | |
Organization and Business Operation | NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2020 Note 1 – Organization and Business Operations Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). As of December 31, 2020, the Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through December 31, 2020, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense) . The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 4. In connection with the Public Offering , the underwriters were granted a 30‑day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering , the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) 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 an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its 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 stockholder 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 stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.25 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 were recorded at a redemption value and classified as temporary equity, 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 stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the Public Offering , they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Liquidity and Capital Resources As of December 31, 2020, we had cash of $1,457,839. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, in addition to the access of the Working Capital Loans, we may need to obtain other financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Risks and Uncertainties Management is currently continuing to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2– Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 19, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of: (i) the 7,500,000 redeemable warrants (the “Public Warrants”) that were included in the Units issued by the Company in its IPO; (ii) the 6,050,000 Private Warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO; and (iii) the 60,000 warrants underlying the underwriter Units (together with the Public Warrants and Private Warrants, the “Warrants”, which are discussed in Note 4, Note 5, Note 8, Note 9 and Note 10), and determined to classify the Warrants as derivative liabilities. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain transfer, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Consolidated Statement of Operations in the period of change. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from July 27, 2020 (date of inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Reported Adjustment As Restated Balance Sheet as of November 24, 2020 Warrant liabilities — 6,833,048 6,833,048 Total liabilities 4,086,578 6,833,048 10,919,626 Class A common stock subject to possible redemption 110,643,581 (6,833,050) 103,810,531 Class A common stock 81 66 147 Additional paid-in capital 5,047,628 225,699 5,273,327 Accumulated deficit (47,996) (225,763) (273,759) Total stockholders’ equity 5,000,001 2 5,000,003 Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 7,202,334 $ 7,202,334 Total liabilities 4,106,284 7,202,334 11,308,618 Class A common stock subject to possible redemption 110,494,039 (7,202,342) 103,291,697 Class A common stock 82 71 153 Additional paid-in capital 5,197,169 594,986 5,792,155 Accumulated deficit (197,538) (595,049) (792,587) Total stockholders’ equity $ 5,000,001 $ 8 $ 5,000,009 Statement of Operations for the Period From July 27, 2020 (Date of Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (369,286) $ (369,286) Transaction costs — (225,763) (225,763) Other income (expense), net 1,242 (595,049) (593,807) Net loss (197,538) (595,049) (792,587) Basic and diluted weighted average non-redeemable shares outstanding, Class B common stock 2,875,000 — 2,875,000 Basic and diluted net loss per Class B share $ (0.07) $ (0.21) $ (0.28) Statement of Changes in Stockholders’ Equity for the Period from July 27, 2020 (Inception) Through December 31, 2020 Issuance of 11,500,000 public Units and 104,000 private Units on November 24, 2020, net of warrants fair value $ 122,521,550 $ (10,440,800) $ 112,080,750 Offering costs (6,854,972) 225,763 (6,629,209) Excess of cash received over Fair Value of Private Placement Warrants — 3,607,752 3,607,752 Net loss (197,538) (595,049) (792,587) Maximum number of redeemable shares (110,494,039) 7,202,342 (103,291,697) Consolidated Statement of Cash Flows for the Period From July 27, 2020 (Date of Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (197,538) $ (595,049) $ (792,587) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 369,286 369,286 Transaction costs — 225,763 225,763 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities $ — $ 6,833,048 $ 6,833,048 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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. Actual results could differ 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 cash equivalents in the amount of $1,216,245 were held in the Trust Account as of December 31, 2020. Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. Marketable securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. Restated Warrant Liabilities The Company evaluated the Warrants, (which are discussed in Note 4, Note 5, Note 8, Note 9 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain transfer, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Restated Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Components of Restated Equity Upon the IPO, the Company issued Class A Common stock and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $6,833,048 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $115,891,181, to the Class A Common stock. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the Statement of Operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $6,854,972 (consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $529,972 of other offering costs) were recognized with $225,763 which was allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of other expense and $6,629,209 included in the Statements Of Changes In Temporary And Permanent Equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to December 31, 2020. Net Loss Per Common Restated Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 15,106,550 shares of Class A common stock in the aggregate. The Company’s statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non-redeemable Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Common Stock Numerator: Earnings allocable to non-redeemable Class B Common Stock Net Income (Loss) $ (792,587) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (791,345) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) 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 | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 – Initial Public Offering Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each whole warrant will become exercisable on the later of the completion of the initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Public Offering , the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public 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 closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional 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 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 initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement | |
Private Placement | Note 5 – Private Placement On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of 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, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 stockholder 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 allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial Business Combination within 18 months from the closing of the Public Offering , although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – Related Party Transactions Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering . The promissory was terminated on November 24, 2020 concurrently with the completion of the Public Offering . Working Capital 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per Private Warrant. At December 31, 2020, no Working Capital Loans were outstanding. Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and accrued $1,667 of administrative service fees as of December 31, 2020. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments | |
Commitments | Note 7 – Commitments Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering , (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering , and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) 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. These holders of these securities 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, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30‑day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 – Stockholders' Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preferred shares issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class A common stock. At December 31, 2020, there were 1,526,761 shares of Class A common stock issued or outstanding, excluding 10,077,239 shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. After giving retroactive effect to the surrender of shares described in Note 5, there were 2,875,000 shares of Class B common stock issued and outstanding at December 31, 2020. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering , plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax | |
Income Tax | Note 9 – Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 71,519 Federal Net Operating loss 17,375 Total deferred tax asset 88,893 Valuation allowance (88,893) Deferred tax asset, net of allowance $ – The income tax provision consists of the following: December 31, 2020 Federal Current $ – Deferred 88,893 State Current – Deferred – Change in valuation allowance (88,893) Income tax provision $ – As of December 31, 2020, the Company has $82,736 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 18, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $88,893. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences (9.78) % Change in valuation allowance (11.22) % Income tax provision – % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair value restated measurement
Fair value restated measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair value restated measurements | |
Fair value restated measurements | Note 10 – Fair value restated measurements The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2020 (Level 1) (Level 2) (Level 3) Assets : U.S. Mutual Funds held in Trust Account (1) $ 117,849,745 $ 117,849,745 $ — $ — Liabilities : Private Placement Warrants (2) $ 3,148,584 3,148,584 Public Warrants (2) $ 4,053,750 4,053,750 (1) The fair value of the U.S. Mutual Funds held in Trust Account approximates the carrying amount primary due to their short-term nature. (2) Measured at fair value on a recurring basis. For the period ending December 31, 2020 there were no transfers into or out of Level 1, Level 2 or Level 3 classification. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Consolidated Statement of Operations. Measurement The Company established the initial fair value for the Warrants on November 24, 2020, the date of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a modified Black Scholes option pricing model for the Private Placement Warrants and a Monte Carlo simulation for the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and three-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date and at December 31, 2020 due to the use of unobservable inputs. The key inputs into the modified Black Scholes option pricing model for the Private Placement Warrants were as follows: November 24, 2020 (Initial December 31, Input Measurement) 2020 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Term (years) 5.0 5.0 Risk free rate 0.39 % 0.36 % Dividend yield 0.0 % 0.0 % Volatility 13.0 % 13.0 % The key inputs into the Monte Carlo simulation for the Public Warrants were as follows: November 24, 2020 (Initial December 31, Input Measurement) 2020 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk free rate 0.39 % 0.36 % Trading days per year 252 252 Annual volatility 13.0 % 13.0 % The Company’s use of models required the use of subjective assumptions: The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The expected term was determined to be one year, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the IPO date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities $ — $ — $ — Initial measurement on November 24, 2020 2,951,798 3,881,250 6,833,048 Change in fair value 196,786 172,500 369,286 Fair value as of December 31, 2020 $ 3,148,584 $ 4,053,750 $ 7,202,334 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the restatement described in Note 2. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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. Actual results could differ 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 cash equivalents in the amount of $1,216,245 were held in the Trust Account as of December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. |
Restated Warrant Liabilities | Restated Warrant Liabilities The Company evaluated the Warrants, (which are discussed in Note 4, Note 5, Note 8, Note 9 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain transfer, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Restated Instruments | Fair Value of Financial Restated Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Components of Restated Equity Upon the IPO, the Company issued Class A Common stock and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $6,833,048 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $115,891,181, to the Class A Common stock. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the Statement of Operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $6,854,972 (consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $529,972 of other offering costs) were recognized with $225,763 which was allocated to the Public Warrants and Private Warrants, included in the Statement of Operations as a component of other expense and $6,629,209 included in the Statements Of Changes In Temporary And Permanent Equity. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to December 31, 2020. |
Net Loss Per Common Restated Share | Net Loss Per Common Restated Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 15,106,550 shares of Class A common stock in the aggregate. The Company’s statement of operations include a presentation of loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non-redeemable Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Common Stock Numerator: Earnings allocable to non-redeemable Class B Common Stock Net Income (Loss) $ (792,587) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (791,345) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) |
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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Summarize the effect of the restatement on each financial statement | The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Reported Adjustment As Restated Balance Sheet as of November 24, 2020 Warrant liabilities — 6,833,048 6,833,048 Total liabilities 4,086,578 6,833,048 10,919,626 Class A common stock subject to possible redemption 110,643,581 (6,833,050) 103,810,531 Class A common stock 81 66 147 Additional paid-in capital 5,047,628 225,699 5,273,327 Accumulated deficit (47,996) (225,763) (273,759) Total stockholders’ equity 5,000,001 2 5,000,003 Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 7,202,334 $ 7,202,334 Total liabilities 4,106,284 7,202,334 11,308,618 Class A common stock subject to possible redemption 110,494,039 (7,202,342) 103,291,697 Class A common stock 82 71 153 Additional paid-in capital 5,197,169 594,986 5,792,155 Accumulated deficit (197,538) (595,049) (792,587) Total stockholders’ equity $ 5,000,001 $ 8 $ 5,000,009 Statement of Operations for the Period From July 27, 2020 (Date of Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (369,286) $ (369,286) Transaction costs — (225,763) (225,763) Other income (expense), net 1,242 (595,049) (593,807) Net loss (197,538) (595,049) (792,587) Basic and diluted weighted average non-redeemable shares outstanding, Class B common stock 2,875,000 — 2,875,000 Basic and diluted net loss per Class B share $ (0.07) $ (0.21) $ (0.28) Statement of Changes in Stockholders’ Equity for the Period from July 27, 2020 (Inception) Through December 31, 2020 Issuance of 11,500,000 public Units and 104,000 private Units on November 24, 2020, net of warrants fair value $ 122,521,550 $ (10,440,800) $ 112,080,750 Offering costs (6,854,972) 225,763 (6,629,209) Excess of cash received over Fair Value of Private Placement Warrants — 3,607,752 3,607,752 Net loss (197,538) (595,049) (792,587) Maximum number of redeemable shares (110,494,039) 7,202,342 (103,291,697) Consolidated Statement of Cash Flows for the Period From July 27, 2020 (Date of Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (197,538) $ (595,049) $ (792,587) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 369,286 369,286 Transaction costs — 225,763 225,763 Non-Cash Investing and Financing Activities: Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities $ — $ 6,833,048 $ 6,833,048 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of net loss per common share | For the Year ended December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,242 Net Earnings $ 1,242 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 2,734,701 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Common Stock Numerator: Earnings allocable to non-redeemable Class B Common Stock Net Income (Loss) $ (792,587) Redeemable Net Earnings $ 1,242 Non-Redeemable Net Loss $ (791,345) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 2,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax | |
Schedule of Company's deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 71,519 Federal Net Operating loss 17,375 Total deferred tax asset 88,893 Valuation allowance (88,893) Deferred tax asset, net of allowance $ – |
Schedule of reconciliation of the income tax expense (benefit) | December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 71,519 Federal Net Operating loss 17,375 Total deferred tax asset 88,893 Valuation allowance (88,893) Deferred tax asset, net of allowance $ – The income tax provision consists of the following: December 31, 2020 Federal Current $ – Deferred 88,893 State Current – Deferred – Change in valuation allowance (88,893) Income tax provision $ – |
Schedule reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences (9.78) % Change in valuation allowance (11.22) % Income tax provision – % |
Fair value restated measureme_2
Fair value restated measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Company's assets that are measured at fair value on a recurring basis | December 31, 2020 (Level 1) (Level 2) (Level 3) Assets : U.S. Mutual Funds held in Trust Account (1) $ 117,849,745 $ 117,849,745 $ — $ — Liabilities : Private Placement Warrants (2) $ 3,148,584 3,148,584 Public Warrants (2) $ 4,053,750 4,053,750 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities $ — $ — $ — Initial measurement on November 24, 2020 2,951,798 3,881,250 6,833,048 Change in fair value 196,786 172,500 369,286 Fair value as of December 31, 2020 $ 3,148,584 $ 4,053,750 $ 7,202,334 |
Private Placement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | November 24, 2020 (Initial December 31, Input Measurement) 2020 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Term (years) 5.0 5.0 Risk free rate 0.39 % 0.36 % Dividend yield 0.0 % 0.0 % Volatility 13.0 % 13.0 % |
Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | November 24, 2020 (Initial December 31, Input Measurement) 2020 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk free rate 0.39 % 0.36 % Trading days per year 252 252 Annual volatility 13.0 % 13.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Share price per share | $ 10.25 | $ 10.25 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | ||
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination | 18 months | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination | 18 months | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Cash and cash equivalents | $ 1,457,839 | $ 1,457,839 | ||
Threshold business days for redemption of public shares | 10 days | |||
Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 1 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 11,500,000 | |||
Sale of units | $ 112,080,750 | |||
Additional warrants exercise price | $ 1 | |||
Initial Public Offering | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 10,000,000 | |||
Share price per share | $ 10 | |||
Underwriters' | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,500,000 | |||
Share price per share | $ 10 | |||
Gross proceeds from sale of units | $ 15,000,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 104,000 | |||
Additional warrants issued | 431,550 | |||
Proceeds from additional warrants issued | $ 431,550 | |||
Private Placement | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 6,050,000 | |||
Number of warrants issued | 6,050,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - shares | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Underwriters' | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 1,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 104,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants | 7,500,000 | ||
Underwriter units warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants | 60,000 | ||
Class A common stock | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 10,000,000 | ||
Class A common stock | Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 6,050,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - summarize the effect of the restatement on each financial statement (Details) - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Nov. 24, 2020 | Jul. 26, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant liability | $ 7,202,334 | ||
Total Liabilities | 11,308,618 | ||
Class A common stock subject to possible redemption | 103,291,697 | ||
Additional Paid in Capital | 5,792,155 | ||
Accumulated Deficit | (792,587) | ||
Total Stockholders' Equity | 5,000,009 | $ 0 | |
Change in fair value of warrant liabilities | 369,286 | ||
Other income (expense), net | (593,807) | ||
Offering Costs | (6,629,209) | ||
Excess of cash received over Fair Value of Private Placement Warrants | 3,607,752 | ||
Net loss | (792,587) | ||
Maximum number of redeemable shares | (103,291,697) | ||
Initial Classification Of Common Stock Subject To Possible Redemption | 6,833,048 | ||
As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant liability | 7,202,334 | $ 6,833,048 | |
Total Liabilities | 11,308,618 | 10,919,626 | |
Class A common stock subject to possible redemption | 103,291,697 | 103,810,531 | |
common stock | 153 | 147 | |
Additional Paid in Capital | 5,792,155 | 5,273,327 | |
Accumulated Deficit | (792,587) | (273,759) | |
Total Stockholders' Equity | 5,000,009 | 5,000,003 | |
Change in fair value of warrant liabilities | 369,286 | ||
Transaction Costs | 225,763 | ||
Other income (expense), net | (593,807) | ||
Sale of units | 112,080,750 | ||
Offering Costs | (6,629,209) | ||
Excess of cash received over Fair Value of Private Placement Warrants | 3,607,752 | ||
Net loss | (792,587) | ||
Maximum number of redeemable shares | $ (103,291,697) | ||
Basic and diluted net loss per share, common stock | $ (0.28) | ||
Basic and diluted weighted average shares outstanding | 2,875,000 | ||
Initial Classification Of Common Stock Subject To Possible Redemption | $ 6,833,048 | ||
Initial Public Offering | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Sale of units | $ 112,080,750 | ||
Sale of units (in shares) | 11,500,000 | ||
Private Placement | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Sale of units (in shares) | 104,000 | ||
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Liabilities | $ 4,106,284 | 4,086,578 | |
Class A common stock subject to possible redemption | 110,494,039 | 110,643,581 | |
common stock | 82 | 81 | |
Additional Paid in Capital | 5,197,169 | 5,047,628 | |
Accumulated Deficit | (197,538) | (47,996) | |
Total Stockholders' Equity | 5,000,001 | 5,000,001 | |
Other income (expense), net | 1,242 | ||
Sale of units | 122,521,550 | ||
Offering Costs | (6,854,972) | ||
Net loss | (197,538) | ||
Maximum number of redeemable shares | $ (110,494,039) | ||
Basic and diluted net loss per share, common stock | $ (0.07) | ||
Basic and diluted weighted average shares outstanding | 2,875,000 | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant liability | $ 7,202,334 | 6,833,048 | |
Total Liabilities | 7,202,334 | 6,833,048 | |
Class A common stock subject to possible redemption | (7,202,342) | (6,833,050) | |
common stock | 71 | 66 | |
Additional Paid in Capital | 594,986 | 225,699 | |
Accumulated Deficit | (595,049) | (225,763) | |
Total Stockholders' Equity | 8 | $ 2 | |
Change in fair value of warrant liabilities | 369,286 | ||
Transaction Costs | 225,763 | ||
Other income (expense), net | (595,049) | ||
Sale of units | (10,440,800) | ||
Offering Costs | 225,763 | ||
Excess of cash received over Fair Value of Private Placement Warrants | 3,607,752 | ||
Net loss | (595,049) | ||
Maximum number of redeemable shares | $ 7,202,342 | ||
Basic and diluted net loss per share, common stock | $ (0.21) | ||
Initial Classification Of Common Stock Subject To Possible Redemption | $ 6,833,048 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Interest Income | $ 1,242 |
Net Income (Loss) | $ (792,587) |
Class A common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Warrants are exercisable to purchase shares of common stock | shares | 15,106,550 |
Interest Income | $ 1,242 |
Redeemable Net Earnings | $ 1,242 |
Basic and diluted weighted average shares outstanding | shares | 2,734,701 |
Basic and diluted net loss per share, common stock | $ / shares | $ 0 |
Class B common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net Income (Loss) | $ (792,587) |
Redeemable Net Earnings | 1,242 |
Non-Redeemable Net Loss | $ (791,345) |
Basic and diluted weighted average shares outstanding | shares | 2,875,000 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.28) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash equivalents held in trust account | $ 1,216,245 |
Federal Depository Insurance Coverage | 250,000 |
Offering costs | 6,854,972 |
Other offering costs | 529,972 |
Adjustments To Additional Paid In Capital Offering Cost Net | (6,629,209) |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | 0 |
Initial fair value measurement | 6,833,048 |
Underwriting discounts and offering costs | 115,891,181 |
Underwriters' | |
Other offering costs | $ 225,763 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 10.25 | $ 10.25 | |
Warrants exercisable term from the closing of the initial public offering | 12 months | ||
Public Warrants expiration term | 5 years | 5 years | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Underwriters' | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 1,500,000 | ||
Price per share | $ 10 | ||
Amount held in Trust | $ 117,848,550 | ||
Unit price | $ 10.25 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Additional shares issued with the closing of business combination (in dollars per share) | 9.20 | ||
Class A common stock | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 10,000,000 | ||
Price per share | $ 10 | ||
Number of shares in a unit | 1 | ||
Common stock, par value | $ 0.0001 | ||
Number of shares issuable per warrant | 3 | ||
Exercise price of warrants | $ 11.50 | ||
Unit price | $ 10 | ||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 18 | $ 18 |
Initial Public Offering - Warra
Initial Public Offering - Warrants (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Percentage Of Exercise Price Of Public Warrants Is Adjusted Higher Than Market Value Of Newly Issued Price | 115.00% |
Trading days determining volume weighted average price | 20 days |
Price per share | $ 10.25 |
Public Warrants expiration term | 5 years |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) | 180 |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Trading days for redemption of public warrants | 20 days |
Warrant Redemption Measurement Period | 30 days |
Threshold business days before sending notice of redemption to warrant holders | 3 days |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination | 30 days | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination | 18 months | |
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination | 18 months | |
Private Placement | Sponsor and one director | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 6,481,550 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 6,481,550 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Nov. 24, 2020$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020D$ / sharesshares | Nov. 03, 2020shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Price per share | $ 10.25 | $ 10.25 | |||
Underwriters' | |||||
Related Party Transaction [Line Items] | |||||
Price per share | $ 10 | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common shares, shares outstanding (in shares) | shares | 2,875,000 | 2,875,000 | |||
Class B common stock | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares no longer subject to forfeiture | shares | 375,000 | ||||
Class B common stock | Sponsor | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Price per share | $ 0.006 | ||||
Number of shares issued | shares | 4,312,500 | ||||
Common stock, par value | $ 0.0001 | ||||
Number of shares forfeited | shares | 1,437,500 | ||||
Common shares, shares outstanding (in shares) | shares | 2,875,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | |
Related Party Transaction [Line Items] | ||
Administrative service fees incurred and accrued | $ 1,667 | $ 1,667 |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 10,000 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Proceeds from Related Party Advances | 300,000 | |
Maximum amounts of transaction | 0 | 0 |
Working Capital Loans | ||
Related Party Transaction [Line Items] | ||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 |
Price of warrants (in dollars per share) | $ / shares | $ 1 | $ 1 |
Commitments - Underwriting Agre
Commitments - Underwriting Agreement (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 |
COMMITMENTS | ||
Underwriting discount | $ 2,300,000 | |
Deferred underwriting fees | $ 4,025,000 | |
Underwriters' | ||
COMMITMENTS | ||
Threshold period for option to purchase additional Units to cover over-allotments | 30 days | |
Common stock, shares authorized | 1,500,000 | |
Unit price | $ 10 | |
Number of units issued | 1,500,000 | |
Gross proceeds from sale of units | $ 15,000,000 | |
Underwriting fee per unit | $ 0.20 | |
Underwriting discount | $ 2,300,000 | |
Underwriting commission paid in the form of units | $ 1,040,000 | |
Number of units available | 104,000 | |
Underwriting commission paid in cash | $ 1,260,000 | |
Deferred fee per unit | $ 0.35 | |
Deferred underwriting fees | $ 4,020,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 5 Months Ended |
Dec. 31, 2020VoteUSD ($)$ / sharesshares | |
Class A common stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 1,526,761 |
Common shares, shares outstanding (in shares) | 1,526,761 |
Shares subject to possible redemption | 10,077,239 |
Class B common stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | $ | 1 |
Common shares, shares issued (in shares) | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
Income Tax - Company's deferred
Income Tax - Company's deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 71,519 |
Federal Net Operating loss | 17,375 |
Total deferred tax asset | 88,893 |
Valuation allowance | $ (88,893) |
Income Tax - Reconciliation of
Income Tax - Reconciliation of the income tax expense (benefit) (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Deferred | $ 88,893 |
State | |
Change in valuation allowance | $ (88,893) |
Income Tax - Additional informa
Income Tax - Additional information (Details) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Change in the valuation allowance | $ 88,893 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, which do not expire | 82,736 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, which do not expire | $ 0 |
Income Tax - Reconciliation o_2
Income Tax - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent Book/Tax Differences | (9.78%) |
Change in valuation allowance | (11.22%) |
Fair value restated measureme_3
Fair value restated measurements (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value assets level 1 to level 2 transfers | $ 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 |
Fair value assets transferred into (out of) level 3 | 0 |
Recurring | Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 4,053,750 |
Recurring | Private Placement Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 3,148,584 |
Recurring | Level 1 | Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 4,053,750 |
Recurring | Level 2 | Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 0 |
Recurring | Level 2 | Private Placement Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 0 |
Recurring | Level 3 | Public Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 0 |
Recurring | Level 3 | Private Placement Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities held in trust account | 3,148,584 |
Recurring | U.S. Mutual Funds held in Trust Account(1) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets held in Trust Account | 117,849,745 |
Recurring | U.S. Mutual Funds held in Trust Account(1) | Level 1 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets held in Trust Account | 117,849,745 |
Recurring | U.S. Mutual Funds held in Trust Account(1) | Level 2 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets held in Trust Account | 0 |
Recurring | U.S. Mutual Funds held in Trust Account(1) | Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets held in Trust Account | $ 0 |
Fair value restated measureme_4
Fair value restated measurements - Changes in Fair value of the beginning and ending for our warrant classified (Details) - USD ($) | 1 Months Ended | |
Dec. 31, 2020 | Nov. 24, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on November 24, 2020 | $ 7,202,334 | $ 6,833,048 |
Change in fair value | 369,286 | |
Fair value as of December 31, 2020 | 7,202,334 | 6,833,048 |
Warrant Liabilities | 7,202,334 | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on November 24, 2020 | 3,148,584 | 2,951,798 |
Change in fair value | 196,786 | |
Fair value as of December 31, 2020 | 3,148,584 | 2,951,798 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on November 24, 2020 | 4,053,750 | 3,881,250 |
Change in fair value | 172,500 | |
Fair value as of December 31, 2020 | $ 4,053,750 | $ 3,881,250 |
Fair value restated measureme_5
Fair value restated measurements - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2020YD$ / sharesUSD ($) | Nov. 24, 2020YD$ / sharesUSD ($) |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 13 | 13 |
Volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 13 | 13 |
Exercise price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | $ / shares | 11.50 | 11.50 |
Exercise price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | $ / shares | 11.50 | 11.50 |
Term (in years) | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | Y | 5 | 5 |
Risk-free rate | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 0.36 | 0.39 |
Risk-free rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 0.36 | 0.39 |
Dividend yield | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | 0 | 0 |
Stock price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | $ / shares | 10 | 10 |
Stock price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | $ / shares | 10 | 10 |
Trading days per year | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Input | D | 252 | 252 |