| 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. |
