Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 02, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Viveon Health Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 25,156,250 | |
Amendment Flag | false | |
Entity Central Index Key | 0001823857 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39827 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 1,447,788 | $ 3,096,956 |
Prepaid Expenses | 514,173 | 660,695 |
Total current assets | 1,961,961 | 3,757,651 |
Investment held in Trust Account | 203,267,672 | 203,262,660 |
Total Assets | 205,229,633 | 207,020,311 |
Current liabilities | ||
Accrued costs and expenses | 53,341 | 958,292 |
Other payable – related party | 364,880 | |
Promissory note – related party | 228,758 | |
Due to related party | 55,806 | 5,806 |
Total current liabilities | 109,147 | 1,557,736 |
Deferred underwriting fee | 7,043,750 | 7,043,750 |
Warrant liability | 6,865,688 | 10,763,361 |
Total liabilities | 14,018,585 | 19,364,847 |
Commitments and Contingencies | ||
Common Stock subject to possible redemption, 18,436,737 and 18,084,699 shares at redemption value at March 31, 2021 and December 31, 2020, respectively | 186,211,044 | 182,655,456 |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 60,000,000 shares authorized; 6,719,513 and 7,071,551 shares issued and outstanding (excluding 18,436,737 and 18,084,699 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 672 | 707 |
Additional paid-in capital | 3,232,152 | 6,813,454 |
Retained Earnings (Accumulated deficit) | 1,767,180 | (1,814,153) |
Total stockholders’ Equity | 5,000,004 | 5,000,008 |
Total Liabilities and Stockholders’ Equity | $ 205,229,633 | $ 207,020,311 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption shares | 18,436,737 | 18,084,699 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 6,719,513 | 7,071,551 |
Common stock, shares outstanding | 6,719,513 | 7,071,551 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 321,433 |
Loss from Operations | (321,433) |
Other income: | |
Interest earned on investments held in Trust Account | 5,012 |
Interest earned on bank account | 81 |
Change in fair value of warrant liability | 3,897,673 |
Total other income | 3,902,766 |
Net income | $ 3,581,333 |
Basic and diluted, weighted average shares outstanding – non-redeemable common stock (in Shares) | shares | 7,067,639 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0.51 |
Basic and diluted weighted average shares outstanding – redeemable common stock (in Shares) | shares | 18,088,611 |
Basic and diluted net income per share (in Dollars per share) | $ / shares |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings/ (Accumulated Deficit) | Total |
Balance at Dec. 31, 2020 | $ 707 | $ 6,813,454 | $ (1,814,153) | $ 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 7,071,551 | |||
Deferred offering costs | (25,749) | (25,749) | ||
Net Income | 3,581,333 | 3,581,333 | ||
Change in common stock subject to possible redemption | $ (35) | (3,555,553) | (3,555,588) | |
Change in common stock subject to possible redemption (in Shares) | (352,038) | |||
Balance at Mar. 31, 2021 | $ 672 | $ 3,232,152 | $ 1,767,180 | $ 5,000,004 |
Balance (in Shares) at Mar. 31, 2021 | 6,719,513 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net Income | $ 3,581,333 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (5,012) |
Change in fair value of warrant liability | (3,897,673) |
Changes in operating assets and liabilities: | |
Prepaid assets | 146,522 |
Accrued costs and expenses | (930,700) |
Due to related party | 50,000 |
Net cash used in operating activities | (1,055,530) |
Cash Flows from Financing Activities: | |
Payment of promissory note | (228,758) |
Payment of other payable – related party | (364,880) |
Net cash used in Financing activities | (593,638) |
Net change in cash and cash equivalents | (1,649,168) |
Cash and cash equivalents, beginning of period | 3,096,956 |
Cash and cash equivalents, end of the period | 1,447,788 |
Supplemental disclosure of cash flow information: | |
Change in value of common stock subject to possible redemption | $ 3,555,588 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operations Viveon Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering” or “IPO”), described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Viveon Health LLC, a Delaware limited liability company (the “Sponsor”). Upon closing of the IPO and the sale of the Over-Allotment Units, $203,262,500 (approximately $10.10 per Unit) from net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of (1) the completion of the Company’s initial Business Combination within 15 months and (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed a business combination in the required time period. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, 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 commissions) 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”). In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its initial Business Combination, or the Company is unable to maintain net tangible assets of at least $5,000,001, the Company will not consummate such initial Business Combination. The decision as to whether it will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its initial Business Combination, the Company will consummate the business combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the business combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without the Company’s prior consent. The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company is unable to complete 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 five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that its initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of the Company’s remaining holders of common stock and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of 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 IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails. 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. Liquidity and Capital Resources As of March 31, 2021, the Company had $1,447,788 of cash and cash equivalents held outside the Trust Account of available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. The Company anticipates that the $1,447,788 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented . The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 $1,200,389 and $3,092,771, were held in money market funds as of March 31, 2021 and December 31, 2020, respectively. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,267,672 were held in the Trust Account as of March 31, 2021. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date for Private Warrants while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption right 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 at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At March 31, 2021, 18,436,737 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three-month period ending March 31, 2021. 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. Net Income Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (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 19,062,500 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of net income per share for common stock subject to possible redemption in a manner similar to the two-class method. Net income per common share, basic and diluted, for redeemable Common Stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of redeemable common stock outstanding since original issuance. Reconciliation of Net Income per Common Share Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Common Stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the Founder Shares as these shares of common stock do not have any redemption features and do not participate in the income earned on the Trust Account. Accordingly, basic and diluted income per common share is calculated as follows: Three Months Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 5,012 Less: interest available to be withdrawn for payment of taxes (5,012 ) Net income allocable to Common Stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 18,088,611 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net income $ 3,581,333 Redeemable Net Earnings - Non-Redeemable Net income $ 3,581,333 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 7,067,639 Basic and diluted net income per share, Common Stock $ 0.51 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 exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance 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. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On December 28, 2020, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. On December 28, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 18,000,000 warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate), each exercisable to purchase one-half of a share common stock at a price of $11.50 per whole share, in a private placement that closed simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants was added to the proceeds from this offering to be held in the Trust Account |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,593,750 shares of common stock, par value $0.0001 (the “Founder Shares”). On December 3, 2020, the Company declared a share dividend of 0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020 the Company declared a share dividend of 0.03 resulting in 5,031,250 shares which includes an aggregate of up to 656,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, and up to an aggregate of 1,006,250 shares of common stock (or 875,000 shares of common stock to the extent that the underwriters’ over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that rights are exercised upon consummation of an initial business combination. In connection with the underwriters’ fully exercise of their over-allotment option on December 30, 2020 (see Note 3), the 656,250 shares were no longer subject to forfeiture. The founder shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders, employees and members of the Company’s sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s initial business combination, in each case (except for clause 9 or with the Company’s prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, the Company paid the $228,758 balance on the note from the proceeds of the IPO. As of March 31, 2021, the Company had no balance under the Note. Working Capital Loans In addition, 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”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s initial business combination, without interest. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and secretarial support. 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 $65,806 of administrative service fees from inception through March 31, 2021 and any unpaid amounts are accrued in Due to related party. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriters were entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO Registration Rights The holders of the Company’s insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock Common Stock Rights — |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 8 — Warrants Public Warrants Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its public warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. T he Company may call the warrants for redemption (except the Private Placement Warrants) ● 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, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances. If (x) the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Private Placement Warrants The private warrants are identical to the warrants sold as part of the public units in this offering except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, if public units or shares of common stock are purchased by any of the directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Mutual Funds held in Trust Account $ 203,267,672 $ 203,267,672 $ — $ — $ 203,267,672 $ 203,267,672 $ — $ — Liabilities: Private Placement Warrant Liability $ 6,865,688 $ — $ — 6,865,688 $ 6,865,688 $ — $ — $ 6,865,688 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed 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 Condensed Statement of Operations. The Company established the initial fair value of the Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and revalued on December 31, 2020 and on March 31, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation as of December 31, 2020 and March 31, 2021 were as follows: Inputs December 31, March 31, Risk-free interest rate 0.52 % 1.13 % Expected term remaining (years) 6.12 5.87 Expected volatility 24.2 % 14.9 % Stock price $ 9.625 $ 9.820 The change in the fair value of the private placement warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at December 31, 2020 $ 10,763,361 Change in fair value (3,897,673 ) Fair Value at March 31, 2021 $ 6,865,688 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented . The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
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 $1,200,389 and $3,092,771, were held in money market funds as of March 31, 2021 and December 31, 2020, respectively. |
Marketable securities held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,267,672 were held in the Trust Account as of March 31, 2021. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date for Private Warrants while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption right 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 at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At March 31, 2021, 18,436,737 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three-month period ending March 31, 2021. 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. |
Net Income Per Common Share | Net Income Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (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 19,062,500 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of net income per share for common stock subject to possible redemption in a manner similar to the two-class method. Net income per common share, basic and diluted, for redeemable Common Stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of redeemable common stock outstanding since original issuance. |
Reconciliation of Net Income per Common Share | Reconciliation of Net Income per Common Share Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Common Stock is calculated by dividing the net income, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the Founder Shares as these shares of common stock do not have any redemption features and do not participate in the income earned on the Trust Account. Accordingly, basic and diluted income per common share is calculated as follows: Three Months Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 5,012 Less: interest available to be withdrawn for payment of taxes (5,012 ) Net income allocable to Common Stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 18,088,611 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net income $ 3,581,333 Redeemable Net Earnings - Non-Redeemable Net income $ 3,581,333 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 7,067,639 Basic and diluted net income per share, Common Stock $ 0.51 |
Concentration of Credit Risk | 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 exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance 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. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of net loss per common share, basic and diluted, for redeemable and non-redeemable common stock | Three Months Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 5,012 Less: interest available to be withdrawn for payment of taxes (5,012 ) Net income allocable to Common Stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 18,088,611 Basic and Diluted net income per share, Redeemable Common Stock $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net income $ 3,581,333 Redeemable Net Earnings - Non-Redeemable Net income $ 3,581,333 Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Common Stock 7,067,639 Basic and diluted net income per share, Common Stock $ 0.51 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Mutual Funds held in Trust Account $ 203,267,672 $ 203,267,672 $ — $ — $ 203,267,672 $ 203,267,672 $ — $ — Liabilities: Private Placement Warrant Liability $ 6,865,688 $ — $ — 6,865,688 $ 6,865,688 $ — $ — $ 6,865,688 |
Schedule of fair value inputs measurements | Inputs December 31, March 31, Risk-free interest rate 0.52 % 1.13 % Expected term remaining (years) 6.12 5.87 Expected volatility 24.2 % 14.9 % Stock price $ 9.625 $ 9.820 |
Schedule of change in fair value of private placement warrant liabilities | Fair value at December 31, 2020 $ 10,763,361 Change in fair value (3,897,673 ) Fair Value at March 31, 2021 $ 6,865,688 |
Organization and Business Ope_2
Organization and Business Operation (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Organization and Business Operation (Details) [Line Items] | |
Maturity term | 180 days |
Initial business combination percentage of trust account | 80.00% |
Percentage of outstanding voting securities | 50.00% |
Business combination net tangible assets (in Dollars) | $ 5,000,001 |
Aggregate percent of shares sold | 20.00% |
Redemption of public shares percentage | 100.00% |
Outstanding public shares percentage | 100.00% |
Cash held outside the Trust Account (in Dollars) | $ 1,447,788 |
Value of trust account (in Dollars) | $ 1,447,788 |
IPO [Member] | |
Organization and Business Operation (Details) [Line Items] | |
Sale of over allotment units (in Shares) | shares | 203,262,500 |
Share price (in Dollars per share) | $ / shares | $ 10.10 |
Redemption percentage of outstanding public shares | 100.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 1,200,389 | $ 3,092,771 |
Mutual fund assets held in trust account | $ 203,267,672 | |
Shares of common stock subject to possible redemption (in Shares) | 18,436,737 | |
Warrants exercisable to purchase shares of common stock (in Shares) | 19,062,500 | |
Federal depository insurance coverage amount | $ 250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of net loss per common share, basic and diluted, for redeemable and non-redeemable common stock | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Net income allocable to common stock subject to possible redemption | |
Accretion of interest income on marketable securities held in trust | $ 5,012 |
Less: interest available to be withdrawn for payment of taxes | (5,012) |
Net income allocable to Common Stock subject to possible redemption | |
Denominator: Weighted Average Redeemable Common Stock | |
Redeemable Common Stock, Basic and Diluted (in Shares) | shares | 18,088,611 |
Basic and Diluted net income per share, Redeemable Common Stock (in Shares) | shares | 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net income | $ 3,581,333 |
Redeemable Net Earnings | |
Non-Redeemable Net income | $ 3,581,333 |
Denominator: Weighted Average Non-Redeemable Common Stock | |
Basic and diluted weighted average shares outstanding, Common Stock (in Shares) | shares | 7,067,639 |
Basic and diluted net income per share, Common Stock (in Dollars per share) | $ / shares | $ 0.51 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended |
Dec. 28, 2020USD ($)$ / sharesshares | |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 17,500,000 |
Share Price (in Dollars per share) | $ / shares | $ 10 |
Sale of stock Description | Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 2,625,000 |
Gross proceeds (in Dollars) | $ | $ 26,250,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of warrants purchased (in Shares) | shares | 18,000,000 |
Price per warrant | $ 0.50 |
Proceeds from issuance of warrants (in Dollars) | $ | $ 9,000,000 |
Price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2020 | Dec. 30, 2020 | Dec. 22, 2020 | Aug. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Shares outstanding | 4,887,500 | |||||
Shares cancellation common stock subject to forfeiture | 656,250 | |||||
Accrued of administrative service fees (in Dollars) | $ 65,806 | |||||
Working capital loans (in Dollars) | $ 0 | $ 0 | ||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Payment to sponsor (in Dollars) | $ 25,000 | |||||
Price per share paid (in Dollars per share) | $ 0.007 | |||||
Consideration shares | 3,593,750 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Share dividend | 0.36 | 0.03 | ||||
Aggregate shares | 5,031,250 | |||||
Shares subject to forfeiture | 656,250 | |||||
Aggregate share of common stock | 1,006,250 | |||||
Founder shares related, description | 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate share of common stock | 875,000 | |||||
Shares cancellation common stock subject to forfeiture | 656,250 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Expenses related to IPO (in Dollars) | $ 500,000 | |||||
Promissory note amount (in Dollars) | 228,758 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Payment for office space (in Dollars) | $ 20,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting fee description | The underwriters were entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $7,043,750 in the aggregate. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Description of common stock | Holders are entitled to one vote for each share of common stock. | |
Common Stock, Shares, Issued | 6,719,513 | 7,071,551 |
Common stock, shares outstanding | 6,719,513 | 7,071,551 |
Common stock subject to possible redemption | 18,436,737 | 18,084,699 |
Business Combination [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Description of business combination | the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the initial business combination. |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Description of public warrants | Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its public warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. |
Warrants redemption, description | ● 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, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Equity Linked Securities Description | If (x) the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | $ 203,267,672 | $ 203,262,660 |
Total liabilities | 6,865,688 | |
Mutual Funds held in Trust Account [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | 203,267,672 | |
Private Placement Warrant Liability [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total liabilities | 6,865,688 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | 203,267,672 | |
Total liabilities | ||
Level 1 [Member] | Mutual Funds held in Trust Account [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | 203,267,672 | |
Level 1 [Member] | Private Placement Warrant Liability [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | ||
Total liabilities | ||
Level 2 [Member] | Mutual Funds held in Trust Account [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | ||
Level 2 [Member] | Private Placement Warrant Liability [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | ||
Total liabilities | 6,865,688 | |
Level 3 [Member] | Mutual Funds held in Trust Account [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total assets | ||
Level 3 [Member] | Private Placement Warrant Liability [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Total liabilities | $ 6,865,688 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value inputs measurements - $ / shares | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value inputs measurements [Abstract] | ||
Risk-free interest rate | 0.52% | 1.13% |
Expected term remaining (years) | 6 years 43 days | 5 years 317 days |
Expected volatility | 24.20% | 14.90% |
Stock price (in Dollars per share) | $ 9.625 | $ 9.820 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in fair value of private placement warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of change in fair value of private placement warrant liabilities [Abstract] | |
Fair value at December 31, 2020 | $ 10,763,361 |
Change in fair value | (3,897,673) |
Fair Value at March 31, 2021 | $ 6,865,688 |