Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | May 21, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Yellowstone Acquisition Co | |
Entity Central Index Key | 0001823587 | |
Trading Symbol | ysac | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Public Float | $ 137,620,848 | |
Entity Shell Company | true | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Amendment Description | Yellowstone Acquisition Company (the "Company") is filing this Form 10-K/A ("Form 10-K/A") to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the "SEC") on March 12, 2021 ("Original Report"), to restate our financial statements and related notes (collectively, the financial statements) for the period from August 25, 2020 (date of inception) through December 31, 2020 (the "Affected Period"). This Form 10-K/A also amends certain other Items in the Original Report, as listed in "Items Amended in this Form 10-K/A" below. Restatement Background On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In light of the SEC Staff Statement, the Company's management further evaluated its warrants under Accounting Standards Codification 815-40, Contracts in Entity's Own Equity (“ASC 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer's common stock. Based on management's evaluation, the Audit Committee of our Board of Directors (the "Audit Committee"), in consultation with management, concluded that the Company's warrants are not indexed to the Company's common stock in the manner contemplated by ASC 815-40. As a result, the Company is required to classify the warrants as derivative liabilities measured at their estimated fair values at the end of each reporting period, to recognize changes in the estimated fair value of the derivative instruments from the prior period that should be reported in the Company's operating results for the current period, and to restate its financial statements accordingly and any related impact. In the process of evaluating its financial statements the Company also restated its financial statements to classify all Class A Common Stock in temporary equity. In accordance with SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified 821,637 shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A Common Stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. We evaluated the impact of the above and concluded that it was material from a quantitative standpoint to the following financial statements previously filed with the SEC: (1) the financial statements included in the Original Report and (2) the Balance Sheet as of October 26, 2020 included in the Current Report on Form 8-K. Consequently, we have restated these financial statements. All amounts in this Form 10-K/A affected by the restatement adjustments reflect such amounts as restated. The Company has not amended its previously filed Current Report on Form 8-K. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Form 10-K/A. Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the Original Report and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-K/A speaks only as of the date the Original Report was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings. In connection with the restatement, management reassessed the effectiveness of the Company's disclosure controls and procedures as of December 31, 2020. As a result of that reassessment, and in light of the SEC Staff Statement, the Company's management determined that its disclosure controls and procedures as of December 31, 2020 were not effective due to insufficient risk assessment of the underlying accounting for certain financial instruments resulting in the Company's restatement of its financial statements. For a discussion of management's consideration of our disclosure controls and procedures see Part II, Item 9A. "Controls and Procedures" of this Form 10-K/A. Items Amended in this Form 10-K/A This Form 10-K/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatement: Part I, Item 1A. Risk Factors Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements Part II, Item 9A. Controls and Procedures In addition, the Company's Co-Chief Executive Officers and Principal Accounting Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,399,724 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 13,598,898 |
Balance Sheet
Balance Sheet | Mar. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,122,194 |
Investments held in Trust | 138,716,226 |
Prepaid expenses | 403,186 |
Total Assets | 140,241,606 |
Current liabilities: | |
Accounts payable and accrued expenses | 153,928 |
Deferred underwriting fee payable | 4,759,615 |
Total current liabilities | 4,913,543 |
Warrants liability | 18,003,841 |
Total Liabilities | 22,917,384 |
Commitments and Contingencies: | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | (21,384,878) |
Total Stockholders' Equity | (21,384,538) |
Total Liabilities and Stockholders' Equity | 140,241,606 |
Common Class A [Member] | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 13,598,898 shares subject to possible redemption at $10.20 per share | 138,708,760 |
Stockholders' Equity: | |
Common stock | |
Common Class B [Member] | |
Stockholders' Equity: | |
Common stock | $ 340 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Common Class A [Member] | |
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 |
Temporary equity, shares subject to possible redemption (in shares) | 13,598,898 |
Temporary equity, redemption value per share (in dollars per share) | $ / shares | $ 10.20 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 |
Common Class B [Member] | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 |
Common stock, shares issued (in shares) | 3,399,724 |
Common stock, shares outstanding (in shares) | 3,399,724 |
Statement of Operations
Statement of Operations | 4 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Professional fees and other expenses | $ (656,563) |
State franchise taxes, other than income tax | (70,542) |
General and administrative costs | (241,749) |
Gain on sale of investment | 12,297 |
Remeasurement of warrant liability | (2,070,328) |
Unrealized gain on marketable securities held in Trust | 2,081 |
Net Loss | $ (3,024,804) |
Common Class A [Member] | |
Common Stock - basic and diluted (in dollars per share) | $ / shares | $ 0.27 |
Common Class B [Member] | |
Common Stock - basic and diluted (in dollars per share) | $ / shares | $ 0.27 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | IPO [Member]Common Stock [Member]Common Class A [Member] | IPO [Member]Common Stock [Member]Common Class B [Member] | IPO [Member]Additional Paid-in Capital [Member] | IPO [Member]Retained Earnings [Member] | IPO [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Aug. 25, 2020 | ||||||||||
Balance at Aug. 25, 2020 | ||||||||||
Units sold (in shares) | 3,593,750 | |||||||||
Issuance of common stock | $ 359 | 24,641 | 25,000 | |||||||
Net Loss | (2,178) | (2,178) | ||||||||
Balance (in shares) at Sep. 30, 2020 | 3,593,750 | |||||||||
Balance at Sep. 30, 2020 | $ 359 | 24,641 | (2,178) | 22,822 | ||||||
Balance (in shares) at Aug. 25, 2020 | ||||||||||
Balance at Aug. 25, 2020 | ||||||||||
Net Loss | (3,024,804) | |||||||||
Offering costs | (7,451,220) | |||||||||
Balance (in shares) at Dec. 31, 2020 | 3,399,724 | |||||||||
Balance at Dec. 31, 2020 | $ 340 | (21,384,878) | (21,384,538) | |||||||
Balance (in shares) at Sep. 30, 2020 | 3,593,750 | |||||||||
Balance at Sep. 30, 2020 | $ 359 | 24,641 | (2,178) | 22,822 | ||||||
Units sold (in shares) | ||||||||||
Issuance of common stock | $ 135,988,980 | $ 135,988,980 | ||||||||
Net Loss | (3,022,626) | (3,022,626) | ||||||||
Offering costs | (7,451,220) | (7,451,220) | ||||||||
Over-allotment reduction of Class B common stock (in shares) | (194,026) | |||||||||
Over-allotment reduction of Class B common stock | $ (19) | 19 | ||||||||
Sale of private placement warrants to Sponsor in private placement | 7,719,779 | 7,719,779 | ||||||||
Reclassification of warrants to liabilities | (15,933,513) | (15,933,513) | ||||||||
Common stock subject to possible redemption (in shares) | ||||||||||
Common stock subject to possible redemption | (120,348,686) | (18,360,074) | (138,708,760) | |||||||
Balance (in shares) at Dec. 31, 2020 | 3,399,724 | |||||||||
Balance at Dec. 31, 2020 | $ 340 | $ (21,384,878) | $ (21,384,538) |
Statement of Cash Flows
Statement of Cash Flows | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net Loss | $ (3,024,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on disposition of investments | (12,297) |
Issuance costs related to warrant liability | 509,899 |
Warrant liability expense | 2,070,328 |
Unrealized gain on marketable securities held in trust account | (2,081) |
Prepaid expenses | (403,186) |
Accounts payable and accrued expenses | 153,928 |
Net cash used in operating activities | (708,213) |
Cash Flows from Investing Activities: | |
Proceeds from sales of investments | 266,000,000 |
Purchase of investments | (404,701,848) |
Net cash used in investing activities | (138,701,848) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Private Placement Warrants | 7,719,779 |
Offering costs | (3,201,504) |
Net cash provided by financing activities | 140,532,255 |
Net increase in cash | 1,122,194 |
Cash – beginning of the period | |
Cash – end of the period | 1,122,194 |
Supplemental disclosure of noncash activities: | |
Deferred underwriting fee | 4,759,615 |
Common Class A [Member] | |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class A common stock, gross | 135,988,980 |
Common Class B [Member] | |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class A common stock, gross | $ 25,000 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Business Operations Organization and General Yellowstone Acquisition Company (the “Company”) was incorporated in Delaware on August 25, 2020. one December 31 The Company completed its initial public offering (“IPO”) on October 26, 2020 not Financing The registration statement for the Company's IPO was declared effective on October 21, 2020. October 26, 2020, 12,500,000 $0.0001 $10.00 3, 7,500,000 $1.00 Upon the closing of the IPO, $127,500,000 $10.20 December 1, 2020, $10,988,980 Trust Account Funds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2 16 185 2a 7 Business Combination The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one 80% 50% not 1940, no The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 two not no 480 In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 not not 4 no $5,000,001. not may may Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not 13 1934, 15% The Sponsor has agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not 100% not The Company will have until 15 January 25, 2022, no 10 100% $100,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6 not $10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third 1 $10.20 2 may not third 1933, third not third Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 2012 not not not 404 not Further, section 102 1 not not not may Covid- 19 Management is currently evaluating the impact of the COVID- 19 not not |
Note 2 - Restatement of Previou
Note 2 - Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Accounting Changes and Error Corrections [Text Block] | 2. Restatement of Previously Issued Financial Statements We previously accounted for outstanding warrants issued in connection with our initial public offering in October 2020 April 12, 2021 ( 815 40, 815 40” may not 815 40. 480 10 S99, not 821,637 not not $5,000,001. not Our accounting for the warrants as components of equity instead of as derivative liabilities, and the reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated. The effects of the restatement are incorporated within Notes 3, 5, 6, 9 10 December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrants liability $ - $ 18,003,841 $ 18,003,841 Total liabilities 4,913,543 18,003,841 22,917,384 Class A common stock subject to possible redemption (1) 130,328,062 (2,552,816 ) 127,775,246 Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) - (7,451,220 ) (7,451,220 ) Immediate accretion to redemption amount (1) - 18,384,734 18,384,734 Total temporary equity (1) 130,328,062 8,380,698 138,708,760 Class A common stock subject to possible redemption (1) 82 (82 ) - Additional paid-in capital 5,444,155 (5,444,155 ) - Accumulated deficit (444,576 ) (20,940,302 ) (21,384,878 ) Total stockholders' equity (deficit) 5,000,001 (26,384,539 ) (21,384,538 ) Statement of Operations Warrant liability expense $ - $ (2,070,328 ) $ (2,070,328 ) Allocated expense for warrant issuance cost (Professional fees) - (509,899 ) (509,899 ) Net loss (444,576 ) (2,580,228 ) (3,024,804 ) Class A common stock - basic and diluted 0.00 0.27 0.27 Class B common stock - basic and diluted (0.10 ) 0.37 0.27 Statement of Cash Flows Net loss $ (444,576 ) $ (2,580,228 ) $ (3,024,804 ) Issuance costs related to warrant liability - (509,899 ) (509,899 ) Changes in fair value warrants derivative liability - (2,070,328 ) (2,070,328 ) October 26, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrants liability $ - $ 17,539,227 $ 17,539,227 Total liabilities 4,517,382 17,539,227 22,056,609 Class A common stock subject to possible redemption 120,251,810 7,523,435 127,775,245 Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) - (7,451,220 ) (7,451,220 ) Immediate accretion to redemption amount - 18,384,735 18,384,735 Total temporary equity 120,251,810 18,456,950 138,708,760 Class A common stock 47 (47 ) - Additional paid-in capital 5,002,982 (5,002,982 ) - Accumulated deficit (3,385 ) (30,993,148 ) (30,996,533 ) Total stockholders' equity (deficit) 5,000,003 (35,996,177 ) (30,996,174 ) (1) The associated amounts reflect the additional 1,098,898 units sold on December 1, 2020 as a result of the underwriters' over-allotment option being exercised. |
Note 3 - Significant Accounting
Note 3 - Significant Accounting Policies (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies (As Restated) Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. Net Loss Per Common Share The Company has two two 14,519,228 $11.50 October 26, 2020 December 1, 2020. No December 31, 2020. 14,519,228 2020 Reconciliation of Net Loss per common share Basic and diluted loss per common share is calculated as follows: For the period from August 25, 2020 (inception) through December 31, 2020 (As Restated) Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (1,868,311 ) $ (1,156,493 ) Denominator: Weighted-average shares outstanding 6,975,341 4,317,769 Basic and diluted net loss per share $ (0.27 ) $ (0.27 ) Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may $250,000. December 31, 2020, not not Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Offering Costs We comply with the requirements of ASC 340 10 S99 1 5A $7,451,220 $509,899 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. For those liabilities or benefits to be recognized, a tax position must be more-likely-than- not December 31, 2020, not not not The Company may may The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Class A Common Stock Subject to Possible Redemption As discussed in Note 4, 13,598,898 second 480 10 S99, not 480. 821,637 not $5,000,001. not The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Liability The Company accounts for warrants for shares of the Company's common stock that are not not 9 Recently issued accounting pronouncements not Management does not not |
Note 4 - Initial Public Offerin
Note 4 - Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Stockholders' Equity Common Stock Class A common stock 200,000,000 $0.0001 December 31, 2020, 13,598,898 13,598,898 Class B common stock 20,000,000 $0.0001 December 31, 2020, 3,399,724 Common stockholders of record are entitled to one The shares of Class B common stock are identical to the shares of Class A common stock included in the units sold in the offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the shares of Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any public shares held by them in connection with the completion of the Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete the Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within such time period, (iii) the Class B common stock are shares of the Class B common stock that will automatically convert into shares of the Class A common stock at the time of the initial Business Combination, on a one one With certain limited exceptions, the shares of Class B common stock are not one x $12.00 20 30 150 On November 16, 2020, 206,250 no $309,375. 206,250 not Preferred Stock The Company is authorized to issue 1,000,000 may December 31, 2020, no |
IPO [Member] | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 4. Initial Public Offering Public Units On October 26, 2020, 12,500,000 $10.00 $125,000,000. one one one one $11.50 6 The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features that do not 815 40. $8,213,734. December 31, 2020, $8,431,317. $217,583 All of the 13,598,898 second 480 10 S99, not 470 20. Our Class A Common Stock is subject to SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480 10 S99. |
Note 5 - Related Party Transact
Note 5 - Related Party Transactions (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 5. Related Party Transactions (As Restated) Founder Shares On August 31, 2020, 5,750,000 $0.0001 $25,000. October 9, 2020, December 31, 2020, 2,350,276 no 3,399,724 December 31, 2020. one one The sale of the Founders Shares is in the scope of ASC Topic 718, 718, December 31, 2020, not no Private Placement Warrants The Sponsor purchased an aggregate of 7,500,000 $1.00 December 1, 2020, 219,779 $1.00 one $11.50 6 $7,500,000 $5,000,000 not Related Party Reimbursement and Loans In addition , may, not may may $1.50 not may no not no |
Note 6 - Income Taxes (As Resta
Note 6 - Income Taxes (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6. Income Taxes (As Restated) Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense (benefit) from continuing operations provided at December 31, 2020 Year Ended December 31, 2020 (As Restated) Income tax expense (benefit) at the federal statutory rate $ (93,745 ) State income taxes (benefit) - net of federal income tax benefits (32,634 ) Change in valuation allowance 126,379 Total income tax expense (benefit) $ - Components of the Company's deferred tax asset at December 31, 2020 Net operating loss $ 126,379 Valuation allowance (126,379 ) Total deferred tax asset $ - The Company established a valuation allowance of $126,379 December 31, 2020, December 31, 2020 $126,379. 4.2% $3,024,804 December 31, 2020. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” not” no December 31, 2020. December 31, 2020, no not may not |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Stockholders' Equity Common Stock Class A common stock 200,000,000 $0.0001 December 31, 2020, 13,598,898 13,598,898 Class B common stock 20,000,000 $0.0001 December 31, 2020, 3,399,724 Common stockholders of record are entitled to one The shares of Class B common stock are identical to the shares of Class A common stock included in the units sold in the offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the shares of Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any public shares held by them in connection with the completion of the Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete the Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within such time period, (iii) the Class B common stock are shares of the Class B common stock that will automatically convert into shares of the Class A common stock at the time of the initial Business Combination, on a one one With certain limited exceptions, the shares of Class B common stock are not one x $12.00 20 30 150 On November 16, 2020, 206,250 no $309,375. 206,250 not Preferred Stock The Company is authorized to issue 1,000,000 may December 31, 2020, no |
Note 8 - Commitments
Note 8 - Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 8. Commitments Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may may three not Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 $2,500,000 $0.35 $4,759,615 |
Note 9 - Fair Value Measurement
Note 9 - Fair Value Measurements (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 9. Fair Value Measurements (As Restated) The Company follows the guidance in ASC 820 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: Level 2: 1 2 not Level 3: The Company's assets that are measured at fair value on a recurring basis at December 31, 2020 $138,716,226 1 Warrants The Company has determined that warrants issued in connection with its initial public offering in October 2020 1 2 2020 2021. six five The Warrants were classified as Level 2 The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of October 26, 2020 December 31, 2020 Implied volatility 21 % N/A (1) Risk-free interest rate 0.4 % N/A (1) Warrant exercise price $ 11.5 $ 11.5 Expected term 5.5 5.5 ( 1 December 31, 2020 not Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of December 31, 2020 2 As of December 31, 2020, $9,572,526 $8,431,315, $1.24. The following table presents the changes in the fair value of warrant liabilities: Private placement warrants Public warrants Total warrant liabilities Fair value when issued (October 2020) $ 9,325,493 $ 8,213,734 $ 17,539,227 Change in fair value from inception $ 247,033 $ 217,581 $ 464,614 Fair value at December 31, 2020 $ 9,572,526 $ 8,431,315 $ 18,003,841 |
Note 10 - Subsequent Events (As
Note 10 - Subsequent Events (As Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 10. Subsequent Events (As Restated) The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued on May 24, 2021. not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share The Company has two two 14,519,228 $11.50 October 26, 2020 December 1, 2020. No December 31, 2020. 14,519,228 2020 Reconciliation of Net Loss per common share Basic and diluted loss per common share is calculated as follows: For the period from August 25, 2020 (inception) through December 31, 2020 (As Restated) Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (1,868,311 ) $ (1,156,493 ) Denominator: Weighted-average shares outstanding 6,975,341 4,317,769 Basic and diluted net loss per share $ (0.27 ) $ (0.27 ) |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may $250,000. December 31, 2020, not not |
Fair Value Measurement, Policy [Policy Text Block] | Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, |
Stockholders' Equity, Policy [Policy Text Block] | Offering Costs We comply with the requirements of ASC 340 10 S99 1 5A $7,451,220 $509,899 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. For those liabilities or benefits to be recognized, a tax position must be more-likely-than- not December 31, 2020, not not not The Company may may The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Temporary Equity [Policy Text Block] | Class A Common Stock Subject to Possible Redemption As discussed in Note 4, 13,598,898 second 480 10 S99, not 480. 821,637 not $5,000,001. not The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Derivatives, Policy [Policy Text Block] | Warrant Liability The Company accounts for warrants for shares of the Company's common stock that are not not 9 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting pronouncements not Management does not not |
Note 2 - Restatement of Previ_2
Note 2 - Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrants liability $ - $ 18,003,841 $ 18,003,841 Total liabilities 4,913,543 18,003,841 22,917,384 Class A common stock subject to possible redemption (1) 130,328,062 (2,552,816 ) 127,775,246 Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) - (7,451,220 ) (7,451,220 ) Immediate accretion to redemption amount (1) - 18,384,734 18,384,734 Total temporary equity (1) 130,328,062 8,380,698 138,708,760 Class A common stock subject to possible redemption (1) 82 (82 ) - Additional paid-in capital 5,444,155 (5,444,155 ) - Accumulated deficit (444,576 ) (20,940,302 ) (21,384,878 ) Total stockholders' equity (deficit) 5,000,001 (26,384,539 ) (21,384,538 ) Statement of Operations Warrant liability expense $ - $ (2,070,328 ) $ (2,070,328 ) Allocated expense for warrant issuance cost (Professional fees) - (509,899 ) (509,899 ) Net loss (444,576 ) (2,580,228 ) (3,024,804 ) Class A common stock - basic and diluted 0.00 0.27 0.27 Class B common stock - basic and diluted (0.10 ) 0.37 0.27 Statement of Cash Flows Net loss $ (444,576 ) $ (2,580,228 ) $ (3,024,804 ) Issuance costs related to warrant liability - (509,899 ) (509,899 ) Changes in fair value warrants derivative liability - (2,070,328 ) (2,070,328 ) October 26, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrants liability $ - $ 17,539,227 $ 17,539,227 Total liabilities 4,517,382 17,539,227 22,056,609 Class A common stock subject to possible redemption 120,251,810 7,523,435 127,775,245 Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) - (7,451,220 ) (7,451,220 ) Immediate accretion to redemption amount - 18,384,735 18,384,735 Total temporary equity 120,251,810 18,456,950 138,708,760 Class A common stock 47 (47 ) - Additional paid-in capital 5,002,982 (5,002,982 ) - Accumulated deficit (3,385 ) (30,993,148 ) (30,996,533 ) Total stockholders' equity (deficit) 5,000,003 (35,996,177 ) (30,996,174 ) (1) The associated amounts reflect the additional 1,098,898 units sold on December 1, 2020 as a result of the underwriters' over-allotment option being exercised. |
Note 3 - Significant Accounti_2
Note 3 - Significant Accounting Policies (As Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the period from August 25, 2020 (inception) through December 31, 2020 (As Restated) Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (1,868,311 ) $ (1,156,493 ) Denominator: Weighted-average shares outstanding 6,975,341 4,317,769 Basic and diluted net loss per share $ (0.27 ) $ (0.27 ) |
Note 6 - Income Taxes (As Res_2
Note 6 - Income Taxes (As Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2020 (As Restated) Income tax expense (benefit) at the federal statutory rate $ (93,745 ) State income taxes (benefit) - net of federal income tax benefits (32,634 ) Change in valuation allowance 126,379 Total income tax expense (benefit) $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net operating loss $ 126,379 Valuation allowance (126,379 ) Total deferred tax asset $ - |
Note 9 - Fair Value Measureme_2
Note 9 - Fair Value Measurements (As Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | As of October 26, 2020 December 31, 2020 Implied volatility 21 % N/A (1) Risk-free interest rate 0.4 % N/A (1) Warrant exercise price $ 11.5 $ 11.5 Expected term 5.5 5.5 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Private placement warrants Public warrants Total warrant liabilities Fair value when issued (October 2020) $ 9,325,493 $ 8,213,734 $ 17,539,227 Change in fair value from inception $ 247,033 $ 217,581 $ 464,614 Fair value at December 31, 2020 $ 9,572,526 $ 8,431,315 $ 18,003,841 |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business Operations (Details Textual) - USD ($) | Dec. 01, 2020 | Oct. 26, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Equity Issued During Period, Price Per Unit (in dollars per share) | $ 10.20 | |||
Business Combination, Required Fair Market Value, Percentage of Net Assets Held in Trust Account | 80.00% | |||
Business Combination, Minimum Percentage of Voting Interest Acquired | 50.00% | |||
Business Combination, Required Net Tangible Assets | $ 5,000,001 | |||
Stock Redeemed, Maximum Percentage of Outstanding Shares | 15.00% | |||
Percentage of Shares Mandatorily Redeemed if Fail to Complete Business Combination | 100.00% | |||
Business Combination, Period from IPO for Mandatory Combination (Month) | 1 year 90 days | |||
Maximum Dissolution Expenses, Failure to Complete Business Combination | $ 100,000 | |||
Proceeds from IPO [Member] | ||||
Assets Held-in-trust, Total | $ 127,500,000 | |||
Proceeds from Over-allotment Option [Member] | ||||
Assets Held-in-trust, Total | $ 10,988,980 | |||
Private Placement Warrant [Member] | ||||
Class of Warrant or Right, Issued During Period (in shares) | 219,779 | 7,500,000 | ||
Class of Warrant or Right, Issued During Period, Purchase Price (in dollars per share) | $ 1 | $ 1 | ||
Common Class A [Member] | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
IPO [Member] | ||||
Units Issued During Period, Number (in shares) | 12,500,000 | |||
Units Issued During Period, Price Per Unit (in dollars per share) | $ 10 | |||
IPO [Member] | Common Class A [Member] | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 |
Note 2 - Restatement of Previ_3
Note 2 - Restatement of Previously Issued Financial Statements (Details Textual) - USD ($) | Apr. 12, 2021 | Dec. 30, 2020 |
Subsequent Event [Member] | ||
Net Tangible Assets, Minimum Threshold if Shares Redeemed | $ 5,000,001 | |
Common Class A [Member] | Previously Reported [Member] | ||
Shares, Outstanding, Ending Balance (in shares) | 821,637 |
Note 2 - Restatement of Previ_4
Note 2 - Restatement of Previously Issued Financial Statements - Effect of Restatement (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | ||||||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Oct. 26, 2020 | Aug. 25, 2020 | ||||
Total liabilities | $ 22,917,384 | $ 22,917,384 | $ 22,917,384 | $ 22,917,384 | $ 22,056,609 | |||||
Immediate accretion to redemption amount (1) | 18,384,734 | [1] | 18,384,734 | [1] | 18,384,734 | [1] | 18,384,735 | |||
Total temporary equity (1) | 138,708,760 | [1] | 138,708,760 | [1] | 138,708,760 | [1] | 138,708,760 | |||
Additional paid-in capital | ||||||||||
Accumulated deficit | (21,384,878) | (21,384,878) | (21,384,878) | (21,384,878) | (30,996,533) | |||||
Total stockholders' equity (deficit) | $ 22,822 | (21,384,538) | (21,384,538) | (21,384,538) | (21,384,538) | (30,996,174) | ||||
Remeasurement of warrant liability | (464,614) | (2,070,328) | ||||||||
Allocated expense for warrant issuance cost (Professional fees) | (509,899) | |||||||||
Net Loss | $ (2,178) | (3,022,626) | (3,024,804) | |||||||
Warrants, fair value | 18,003,841 | 18,003,841 | 18,003,841 | 17,539,227 | ||||||
Additional paid-in capital | ||||||||||
Common Class A [Member] | ||||||||||
Class A common stock subject to possible redemption (1) | 127,775,246 | [1] | 127,775,246 | [1] | 127,775,246 | [1] | 127,775,245 | |||
Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) | (7,451,220) | [1] | (7,451,220) | [1] | (7,451,220) | [1] | (7,451,220) | |||
Total temporary equity (1) | 138,708,760 | |||||||||
Common Stock | ||||||||||
Common Stock - basic and diluted (in dollars per share) | $ 0.27 | |||||||||
Common Class B [Member] | ||||||||||
Common Stock | $ 340 | |||||||||
Additional paid-in capital | ||||||||||
Common Stock - basic and diluted (in dollars per share) | $ 0.27 | |||||||||
Additional paid-in capital | ||||||||||
Previously Reported [Member] | ||||||||||
Total liabilities | 4,913,543 | 4,913,543 | $ 4,913,543 | 4,517,382 | ||||||
Immediate accretion to redemption amount (1) | [1] | [1] | [1] | |||||||
Total temporary equity (1) | 130,328,062 | [1] | 130,328,062 | [1] | 130,328,062 | [1] | 120,251,810 | |||
Additional paid-in capital | 5,444,155 | 5,444,155 | 5,444,155 | |||||||
Accumulated deficit | (444,576) | (444,576) | (444,576) | (3,385) | ||||||
Total stockholders' equity (deficit) | 5,000,001 | 5,000,001 | 5,000,001 | 5,000,003 | ||||||
Remeasurement of warrant liability | ||||||||||
Allocated expense for warrant issuance cost (Professional fees) | ||||||||||
Net Loss | (444,576) | |||||||||
Warrants, fair value | ||||||||||
Additional paid-in capital | 5,444,155 | 5,444,155 | 5,444,155 | |||||||
Previously Reported [Member] | Common Class A [Member] | ||||||||||
Class A common stock subject to possible redemption (1) | 130,328,062 | [1] | 130,328,062 | [1] | 130,328,062 | [1] | 120,251,810 | |||
Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) | [1] | [1] | [1] | |||||||
Common Stock | 82 | 82 | $ 82 | 47 | ||||||
Common Stock - basic and diluted (in dollars per share) | $ 0 | |||||||||
Previously Reported [Member] | Common Class B [Member] | ||||||||||
Additional paid-in capital | 5,002,982 | |||||||||
Common Stock - basic and diluted (in dollars per share) | $ (0.10) | |||||||||
Additional paid-in capital | 5,002,982 | |||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Total liabilities | 18,003,841 | 18,003,841 | $ 18,003,841 | 17,539,227 | ||||||
Immediate accretion to redemption amount (1) | 18,384,734 | [1] | 18,384,734 | [1] | 18,384,734 | [1] | 18,384,735 | |||
Total temporary equity (1) | 8,380,698 | [1] | 8,380,698 | [1] | 8,380,698 | [1] | 18,456,950 | |||
Additional paid-in capital | (5,444,155) | (5,444,155) | (5,444,155) | |||||||
Accumulated deficit | (20,940,302) | (20,940,302) | (20,940,302) | (30,993,148) | ||||||
Total stockholders' equity (deficit) | (26,384,539) | (26,384,539) | (26,384,539) | (35,996,177) | ||||||
Remeasurement of warrant liability | (2,070,328) | |||||||||
Allocated expense for warrant issuance cost (Professional fees) | (509,899) | |||||||||
Net Loss | (2,580,228) | |||||||||
Warrants, fair value | 17,539,227 | |||||||||
Additional paid-in capital | (5,444,155) | (5,444,155) | (5,444,155) | |||||||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | ||||||||||
Class A common stock subject to possible redemption (1) | (2,552,816) | [1] | (2,552,816) | [1] | (2,552,816) | [1] | 7,523,435 | |||
Allocation of underwriters' discounts, offering costs and deferred fees to Class A shares (1) | (7,451,220) | [1] | (7,451,220) | [1] | (7,451,220) | [1] | (7,451,220) | |||
Common Stock | (82) | (82) | $ (82) | (47) | ||||||
Common Stock - basic and diluted (in dollars per share) | $ 0.27 | |||||||||
Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | ||||||||||
Additional paid-in capital | (5,002,982) | |||||||||
Common Stock - basic and diluted (in dollars per share) | $ 0.37 | |||||||||
Additional paid-in capital | (5,002,982) | |||||||||
Public Warrants [Member] | ||||||||||
Warrants liability | 18,003,841 | 18,003,841 | $ 18,003,841 | |||||||
Remeasurement of warrant liability | (217,581) | |||||||||
Warrants, fair value | 8,431,315 | 8,431,315 | 8,431,315 | $ 8,213,734 | ||||||
Public Warrants [Member] | Previously Reported [Member] | ||||||||||
Warrants liability | ||||||||||
Public Warrants [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Warrants liability | $ 18,003,841 | $ 18,003,841 | $ 18,003,841 | |||||||
[1] | The associated amounts reflect the additional 1,098,898 units sold on December 1, 2020 as a result of the underwriters' over-allotment option being exercised. |
Note 2 - Restatement of Previ_5
Note 2 - Restatement of Previously Issued Financial Statements - Effect of Restatement (Details) (Parentheticals) | Dec. 01, 2020shares |
Over-Allotment Option [Member] | |
Units sold (in shares) | 1,098,898 |
Note 3 - Significant Accounti_3
Note 3 - Significant Accounting Policies (As Restated) (Details Textual) - USD ($) | 3 Months Ended | 4 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2020 | Apr. 12, 2021 | Mar. 31, 2021 | Dec. 30, 2020 | Oct. 26, 2020 | |
Class of Warrant or Right, Exercised During Period (in shares) | 0 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 14,519,228 | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 7,451,220 | $ 7,451,220 | ||||
Issuance Costs, Warrants | 509,899 | |||||
Subsequent Event [Member] | ||||||
Net Tangible Assets, Minimum Threshold if Shares Redeemed | $ 5,000,001 | |||||
Previously Reported [Member] | ||||||
Issuance Costs, Warrants | ||||||
Common Class A [Member] | ||||||
Temporary Equity, Shares Outstanding (in shares) | 13,598,898 | 13,598,898 | 13,598,898 | |||
Common Class A [Member] | Previously Reported [Member] | ||||||
Shares, Outstanding, Ending Balance (in shares) | 821,637 | |||||
Warrants Issued in Connection with Units [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 14,519,228 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 |
Note 3 - Significant Accounti_4
Note 3 - Significant Accounting Policies (As Restated) - Reconciliation of Net Loss Per Common Share (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Common Class A [Member] | |
Allocation of net loss | $ | $ (1,868,311) |
Weighted-average shares outstanding (in shares) | shares | 6,975,341 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.27) |
Common Class B [Member] | |
Allocation of net loss | $ | $ (1,156,493) |
Weighted-average shares outstanding (in shares) | shares | 4,317,769 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.27) |
Note 4 - Initial Public Offer_2
Note 4 - Initial Public Offering (Details Textual) - USD ($) | Oct. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Warrants and Rights Outstanding | $ 17,539,227 | $ 18,003,841 | $ 18,003,841 |
Fair Value Adjustment of Warrants | 464,614 | 2,070,328 | |
Warrants Issued in Connection with Units [Member] | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | ||
Warrants and Rights Outstanding | $ 8,213,734 | 8,431,317 | $ 8,431,317 |
Fair Value Adjustment of Warrants | $ 217,583 | ||
Common Class A [Member] | |||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 13,598,898 | 13,598,898 | |
IPO [Member] | |||
Units Issued During Period, Number (in shares) | 12,500,000 | ||
Units Issued During Period, Price Per Unit (in dollars per share) | $ 10 | ||
Proceeds from Issuance or Sale of Equity, Total | $ 125,000,000 | ||
Units Issued During Period, Number of Warrants (in shares) | 0.5 | ||
IPO [Member] | Common Class A [Member] | |||
Units Issued During Period, Number of Common Stock Shares (in shares) | 1 |
Note 5 - Related Party Transa_2
Note 5 - Related Party Transactions (As Restated) (Details Textual) | Dec. 01, 2020$ / sharesshares | Oct. 26, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Stock Issued During Period, Value, New Issues | $ | $ 25,000 | ||||||
Proceeds from Issuance of Warrants | $ | $ 7,719,779 | ||||||
Proceeds from Private Placement Warrants [Member] | |||||||
Assets Held-in-trust, Total | $ | $ 5,000,000 | ||||||
Private Placement Warrant [Member] | |||||||
Class of Warrant or Right, Issued During Period (in shares) | 219,779 | 7,500,000 | |||||
Class of Warrant or Right, Issued During Period, Purchase Price (in dollars per share) | $ / shares | $ 1 | $ 1 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | ||||||
Proceeds from Issuance of Warrants | $ | $ 7,500,000 | ||||||
BOC Yellowstone LLC [Member] | |||||||
Related Party, Working Capital Loan, Conversion, Price Per Warrant (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |||||
Common Class B [Member] | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 3,399,724 | 3,399,724 | 3,399,724 | ||||
Common Class B [Member] | BOC Yellowstone LLC [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 5,750,000 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Stock Issued During Period, Value, New Issues | $ | $ 25,000 | ||||||
Common Stock, Shares Surrendered (in shares) | 2,350,276 | ||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 3,399,724 | 3,399,724 | |||||
Common Stock, Conversion Rate | 1 | 1 |
Note 6 - Income Taxes (As Res_3
Note 6 - Income Taxes (As Restated) (Details Textual) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Tax Assets, Valuation Allowance, Total | $ 126,379 |
Deferred Tax Assets, Gross, Total | $ 126,379 |
Effective Income Tax Rate Reconciliation, at Federal and State Statutory Income Tax Rate, Percent | 4.20% |
Operating Loss Carryforwards, Total | $ 3,024,804 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 |
Note 6 - Income Taxes (As Res_4
Note 6 - Income Taxes (As Restated) - Effective Income Tax Rate Reconciliation (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income tax expense (benefit) at the federal statutory rate | $ (93,745) |
State income taxes (benefit) - net of federal income tax benefits | (32,634) |
Change in valuation allowance | 126,379 |
Total income tax expense (benefit) |
Note 6 - Income Taxes (As Res_5
Note 6 - Income Taxes (As Restated) - Components of Deferred Tax Asset (Details) | Dec. 31, 2020USD ($) |
Net operating loss | $ 126,379 |
Valuation allowance | (126,379) |
Total deferred tax asset |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details Textual) | Nov. 16, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares | Mar. 31, 2021$ / sharesshares | Aug. 31, 2020$ / shares |
Common Stock, Voting Rights Per Share | 1 | |||
Preferred Stock, Shares Authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued, Total (in shares) | 0 | 0 | ||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 | ||
BOC Yellowstone LLC [Member] | BOC Yellowstone II LLC [Member] | ||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Total | $ | $ 309,375 | |||
Investment Owned, Shares to Be Transferred Upon Initial Business Combination (in shares) | 206,250 | |||
BOC Yellowstone LLC [Member] | Class B Common Stock of Yellowstone Acquisition Company [Member] | BOC Yellowstone II LLC [Member] | ||||
Investment Owned, Shares Transferred (in shares) | 206,250 | |||
Common Class A [Member] | ||||
Common Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock and Temporary Equity, Shares, Issued (in shares) | 13,598,898 | |||
Common Stock and Temporary Equity, Shares, Outstanding (in shares) | 13,598,898 | |||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 13,598,898 | |||
Common Class B [Member] | ||||
Common Stock, Shares Authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 3,399,724 | 3,399,724 | ||
Common Stock, Conversion Features, Period After Completion of Initial Business Combination (Year) | 1 year | |||
Common Stock, Conversion Features, Minimum Sale Price For 20 Days, Class A Common Stock, At Least 150 Days After Initial Business Combination (in dollars per share) | $ / shares | $ 12 | |||
Common Class B [Member] | BOC Yellowstone LLC [Member] | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 3,399,724 | |||
Common Stock, Conversion Rate | 1 |
Note 8 - Commitments (Details T
Note 8 - Commitments (Details Textual) | Dec. 31, 2020USD ($)$ / shares |
Underwriting Agreement, Cash Underwriting Discount, Per Unit (in dollars per share) | $ / shares | $ 0.20 |
Underwriting Agreement, Cash Underwriting Discount, Aggregate Amount | $ | $ 2,500,000 |
Underwriting Agreement, Deferred Fee, Per Unit (in dollars per share) | $ / shares | $ 0.35 |
Underwriting Agreement, Cash Underwriting Discount, Aggregate Amount Including Underwriter Shares | $ | $ 4,759,615 |
Note 9 - Fair Value Measureme_3
Note 9 - Fair Value Measurements (As Restated) (Details Textual) - USD ($) | Dec. 31, 2020 | Oct. 26, 2020 |
Warrants and Rights Outstanding | $ 18,003,841 | $ 17,539,227 |
Share Price (in dollars per share) | $ 1.24 | |
Private Warrants [Member] | ||
Warrants and Rights Outstanding | $ 9,572,526 | 9,325,493 |
Public Warrants [Member] | ||
Warrants and Rights Outstanding | 8,431,315 | $ 8,213,734 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Investments, Fair Value Disclosure, Total | $ 138,716,226 |
Note 9 - Fair Value Measureme_4
Note 9 - Fair Value Measurements (As Restated) - Input Assumptions (Details) - Warrant [Member] | Dec. 31, 2020 | Oct. 26, 2020 | |
Measurement Input, Price Volatility [Member] | |||
Warrants, measurement input | [1] | 0.21 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants, measurement input | [1] | 0.004 | |
Measurement Input, Exercise Price [Member] | |||
Warrants, measurement input | 11.5 | 11.5 | |
Measurement Input, Expected Term [Member] | |||
Warrants, measurement input | 5.5 | 5.5 | |
[1] | At December 31, 2020 there were observable transactions in the Company's warrants so an implied volatility was not utilized. |
Note 9 - Fair Value Measureme_5
Note 9 - Fair Value Measurements (As Restated) - Warrant Liabilities (Details) - USD ($) | 2 Months Ended | 4 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Oct. 26, 2020 | |
Warrants, fair value | $ 18,003,841 | $ 18,003,841 | $ 17,539,227 |
Warrant liability expense | 464,614 | 2,070,328 | |
Private Warrants [Member] | |||
Warrants, fair value | 9,572,526 | 9,572,526 | 9,325,493 |
Warrant liability expense | 247,033 | ||
Public Warrants [Member] | |||
Warrants, fair value | 8,431,315 | $ 8,431,315 | $ 8,213,734 |
Warrant liability expense | $ 217,581 |