Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Dec. 17, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | VIVEON HEALTH ACQUISITION CORP. | ||
Trading Symbol | VHAQ | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 25,156,250 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | Viveon Health Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 2 to its Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K and Amendment No. 1 to its Annual Report on Form 10-K/A for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”), on April 9, 2021 and July 2, 2021, respectively (the “Original Financial Statements”), to restate its financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020 in the accompanying notes to the financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts. The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on December 28, 2020. The Company had previously classified a portion of the Public 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 Public Shares as temporary equity at redemption value 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 classified outside of permanent equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness as defined in the SEC regulations. In light of this material weakness, on November 15, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors, concluded that the Company’s financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for such period. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and had no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Public Common Stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses pro rata between redeemable and nonredeemable common stock. This presentation contemplates a business combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company. We are filing this Amendment No. 2 to amend and restate the Original Financial Statements with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: 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 and Supplementary Data Part II, Item 9A Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial 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). Except as described above, no other information included in the Annual Report on Form 10-K of Viveon Health Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the SEC on April 9, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing. | ||
Entity Central Index Key | 0001823857 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39827 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2788202 | ||
Entity Address, Address Line One | 3953 Holcomb Bridge Road | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Norcross | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30092 | ||
City Area Code | (404) | ||
Local Phone Number | -861-5393 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) | [1] |
Assets: | ||
Cash | $ 3,096,956 | |
Prepaid expenses | 660,695 | |
Total current assets: | 3,757,651 | |
Investment held in Trust Account | 203,262,660 | |
Total Assets | 207,020,311 | |
Current liabilities: | ||
Accrued costs and expenses | 958,292 | |
Other payable - related party | 364,880 | |
Promissory note - related party | 228,758 | |
Due to related party | 5,806 | |
Total current liabilities: | 1,557,736 | |
Warrant liability | 10,763,361 | |
Deferred underwriting fee | 7,043,750 | |
Total Liabilities | 19,364,847 | |
Commitments (see Note 7) | ||
Common Stock subject to possible redemption, 20,125,000 shares at redemption value of $10.10 | 203,262,500 | |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 20,125,000 shares subject to redemption) | 503 | |
Additional paid-in capital | ||
Accumulated deficit | (15,607,539) | |
Total Stockholders’ Deficit | (15,607,036) | |
Total Liabilities and Stockholders’ Deficit | $ 207,020,311 | |
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock subject to possible redemption shares | 20,125,000 |
Common Stock subject to possible redemption value (in Dollars) | $ | $ 10.10 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 60,000,000 |
Common stock, shares issued | 5,031,250 |
Common stock, shares outstanding | 5,031,250 |
Statement of Operations
Statement of Operations | 5 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | [1] | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 26,032 | |
Loss from Operations | (26,032) | |
Other income (expense) | ||
Warrant transaction costs | (24,973) | |
Excess of fair value of Private Placement Warrants | (631,197) | |
Change in fair value of warrant liability | (1,132,164) | |
Interest income | 213 | |
Total other expense | (1,788,121) | |
Net income (loss) | $ (1,814,153) | |
Weighted average shares outstanding, basic and diluted (in Shares) | shares | 2,467,645 | |
Basic and diluted net loss per common share (in Dollars per share) | $ / shares | $ (0.74) | |
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit - 5 months ended Dec. 31, 2020 - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Aug. 06, 2020 | ||||||
Balance (in Shares) at Aug. 06, 2020 | ||||||
Issuance of common shares to founders | $ 503 | 24,497 | 25,000 | |||
Issuance of common shares to founders (in Shares) | 5,031,250 | |||||
Net proceeds from issuance of Public Warrants | 10,136,967 | 10,136,967 | ||||
Accretion of common stock to redemption amount, as restated | (10,161,464) | (13,793,386) | (23,954,850) | |||
Net loss | (1,814,153) | (1,814,153) | [1] | |||
Balance at Dec. 31, 2020 | [1] | $ 503 | $ (15,607,539) | $ (15,607,036) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 5,031,250 | ||||
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended | |
Dec. 31, 2020USD ($) | [1] | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,814,153) | |
Interest earned on investments held in Trust Account | (160) | |
Excess of fair value of Private Placement Warrants | 631,197 | |
Change in fair value of warrant liability | 1,132,164 | |
Warrant transaction costs | 24,973 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (660,695) | |
Other payable - related party | 364,880 | |
Accrued costs and expenses | 958,292 | |
Due to related party | 5,806 | |
Net cash used in operating activities | 642,304 | |
Cash Flows from Investing Activities: | ||
Investments held in Trust | (203,262,500) | |
Net cash used in investing activities | (203,262,500) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock to initial stockholders | 25,000 | |
Proceeds from sale of Units, net of offering costs | 196,463,394 | |
Proceeds from issuance of Private Placement Warrants | 9,000,000 | |
Proceeds from note payable-related party | 228,758 | |
Net cash used in financing activities | 205,717,152 | |
Net Change in Cash | 3,096,956 | |
Cash - Beginning of period | ||
Cash - End of period | 3,096,956 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Accretion of common stock subject to redemption to redemption value | 23,954,850 | |
Deferred underwriting fee payable | $ 7,043,750 | |
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the initial Business Combination. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 7, 2020 (inception) through December 31, 2020 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”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020 (the “Effective Date”). On December 28, 2020, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”, the warrants included in the Units, the “public warrants” and the rights included in the Units, the “rights”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 18,000,000 warrants (the “Private Warrants”), at a price of $0.50 per Private Warrant, which is discussed in Note 5. On December 30, 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. Transaction costs of the IPO amounted to $11,830,356 consisting of $4,025,000 of underwriting discount $7,043,750 of deferred underwriting discount, and $761,606 of other offering costs. Of the offering costs, $24,973 is included in transaction costs on the statement of operations and $11,805,383 is included in equity. 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 has selected December 31 as its fiscal year end. 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. The common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination. 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. 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. |
Restatement of Previously issue
Restatement of Previously issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that the terms of the Warrant Agreement preclude the Private Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, management concluded that the Private Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at issuance (on the date of the consummation of the IPO and on the date of the over-allotment) 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 the 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, which were previously charged to stockholders’ equity, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. The Company’s management and the audit committee of the Company’s board of directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Private Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrant liability $ — $ 10,763,361 $ 10,763,361 Total liabilities $ 8,601,486 $ 10,763,361 $ 19,364,847 Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Common stock $ 601 $ 106 $ 707 Additional paid-in capital $ 5,025,219 $ 1,788,235 $ 6,813,454 Accumulated deficit $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Total stockholders’ equity $ 5,000,001 $ 7 $ 5,000,008 December 31, 2020 As Previously Reported Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) Excess of fair value of Private Placement Warrants $ — $ (631,197 ) $ (631,197 ) Change in fair value of warrant liability $ — $ (1,132,164 ) $ (1,132,164 ) Transaction costs $ — $ (24,973 ) $ (24,973 ) Total other income/(expense) $ 213 $ (1,788,334 ) $ (1,788,121 ) Net Loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Basic and diluted net loss per share $ (0.01 ) $ (0.40 ) $ (0.41 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) Cash Flows from Operating Activities: Net loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Excess of fair value of Private Placement Warrants $ — $ 631,197 $ 631,197 Change in fair value of warrant liability $ — $ 1,132,164 $ 1,132,164 Transaction costs $ — $ 24,973 $ 24,973 Supplemental disclosure of cash flow information: Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Amendment 2 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 a portion of the Public common stock 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 Public common stock as temporary equity at redemption value 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 classified outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Public common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses share pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from August 7, 2020 (Inception) to December 31, 2020 Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Net proceeds from issuance of Public Warrants $ — $ 10,136,967 $ 10,136,967 Accretion of common stock to redemption amount, as restated $ — $ (23,954,850 ) $ (23,954,850 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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 Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. Excess of fair value of Private Placement Warrants Simultaneously with the close of IPO, the Company’s Sponsor purchased 18,000,000 Private Placement Warrants at $0.50 per private warrant, for a total purchase price $9,000,000. At the date of the sale of the Private Placement Warrants the Company valued the warrants at $0.5351 per warrant or $9,631,197. With the warrants being sold at less than fair value, the Company incurred a loss of $631,197. Offering Costs Associated with IPO - As Restated Amendment No. 2 The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering 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. Common Stock Subject to Possible Redemption - As Restated Amendment No. 2 All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters' over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. 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. Therefore, all redeemable common stock has been classified outside of permanent equity. 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. As of December 31, 2020, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 Fair Value Measurements - As Restated Amendment No. 1 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. Warrant Liability - As Restated Amendment No. 1 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 as of the IPO (December 28, 2020) 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 Private Warrants are a derivative instrument. As the Private Warrants meet the definition of a derivative, the Private 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, which were previously charged to stockholders’ equity, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Net Loss Per Common Share - As Restated Amendment No. 2 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 following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from August 7, 2020 (inception) through December 31, 2020 Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (100,649 ) $ (1,713,504 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.74 ) $ (0.74 ) 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 December 31, 2020. 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 period from August 7, 2020 (inception) through December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING On December 28, 2020, the Company sold 17,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (each a “Public Warrant”) 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. Each Public Warrant entitles the holder 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 the prospectus. On December 30, 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. The Company will not issue fractional shares. As a result, public stockholders must exercise public warrants in multiples of two warrants. Each warrant will become exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, 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. |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. 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 | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Other Payable - Related Party At the closing of the IPO on December 28, 2020, the gross proceeds in connection with the private placement warrants sold in the amount of $9,000,000 in the aggregate, is to be held in the trust account. The Company received $9,364,880 on December 28, 2020 amounting to $364,880 received by the Sponsor group in excess of the $9,000,000 in connection with the private placement warrants sold. This excess amount was recorded Other payable - related party as of December 31, 2020. 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 (see Note 4), 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. The Company intends to repay the promissory note from the proceeds of the Initial Public Offering not being placed in the Trust Account. As of December 31, 2020, the Company has drawn down $228,758 under the promissory 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 December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement 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 $5,806 of administrative service fees as of December 31, 2020 and offset to Due to related party. |
Commitments
Commitments | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS AND CONTINGENCIES 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. Underwriting Agreement In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,625,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On December 30, 2020, the underwriters purchased 2,625,000 Over-Allotment Units fully exercising the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $26,250,000 to the Company. |
Stockholders_ Equity
Stockholders’ Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS' EQUITY Preferred Stock Common Stock Rights |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Assets Investments held in Trust Account-cash $ 203,262,660 $ — $ — Liabilities Private Warrants $ — $ — $ 10,763,361 Measurement Investment Held in Trust Account As of December 31, 2020, the investments in the Company’s Trust Account consisted of $203,262,660 in cash. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The investment held in trust account is classified within Level 1 of the fair value hierarchy at the measurement dates. The Company established the initial fair value for the Private Warrants on December 28, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, the Private Warrants were not separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Private Placement Warrants. . The Private Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model were as follows at initial measurement and at December 31, 2020: Inputs December 28, 2020 December 31, 2020 Risk-free interest rate 0.53 % 0.52 % Expected term (years) 6.13 6.12 Expected volatility 24.2 % 24.2 % Exercise price $ 11.50 $ 11.50 The change in the fair value of the warrant liabilities for the period ended December 31, 2020 is summarized as follows: Fair value at issuance December 28, 2020 $ 9,631,197 Change in fair value 1,132,164 Fair Value at December 31, 2020 $ 10,763,361 |
Income Tax
Income Tax | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company's net deferred tax assets are as follows: December 31, 2020 Deferred tax asset: Organizational costs/Startup expenses $ 4,417 Federal Net Operating loss 1,005 Total deferred tax asset 5,422 Valuation allowance (5,422 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred 5,422 State Current — Deferred — Change in valuation allowance (5,422 ) Income tax provision $ — As of December 31, 2020, the Company has $4,787 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 7, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $5,422. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Change in FV of warrant liability (20.4 ) Transaction costs associated with the issuance of warrants (0.3 ) Change in valuation allowance (0.3 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below. On January 13, 2021, the Company paid the related party promissory note in the amount of $228,758. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
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 Company did not have any cash equivalents as of December 31, 2020. |
Marketable securities held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund comprised of U.S. Treasury Bills. |
Excess of fair value of Private Placement Warrants | Excess of fair value of Private Placement Warrants Simultaneously with the close of IPO, the Company’s Sponsor purchased 18,000,000 Private Placement Warrants at $0.50 per private warrant, for a total purchase price $9,000,000. At the date of the sale of the Private Placement Warrants the Company valued the warrants at $0.5351 per warrant or $9,631,197. With the warrants being sold at less than fair value, the Company incurred a loss of $631,197. |
Offering Costs Associated with IPO - As Restated Amendment No. 2 | Offering Costs Associated with IPO - As Restated Amendment No. 2 The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
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. |
Common Stock Subject to Possible Redemption - As Restated Amendment No. 2 | Common Stock Subject to Possible Redemption - As Restated Amendment No. 2 All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters' over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. 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. Therefore, all redeemable common stock has been classified outside of permanent equity. 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. As of December 31, 2020, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 |
Fair Value Measurements - As Restated Amendment No. 1 | Fair Value Measurements - As Restated Amendment No. 1 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. |
Warrant Liability - As Restated Amendment No. 1 | Warrant Liability - As Restated Amendment No. 1 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 as of the IPO (December 28, 2020) 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 Private Warrants are a derivative instrument. As the Private Warrants meet the definition of a derivative, the Private 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, which were previously charged to stockholders’ equity, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. |
Net Loss Per Common Share - As Restated Amendment No. 2 | Net Loss Per Common Share - As Restated Amendment No. 2 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 following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from August 7, 2020 (inception) through December 31, 2020 Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (100,649 ) $ (1,713,504 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.74 ) $ (0.74 ) |
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 December 31, 2020. 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 period from August 7, 2020 (inception) through December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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. |
Restatement of Previously iss_2
Restatement of Previously issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement on the financial statements | December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Warrant liability $ — $ 10,763,361 $ 10,763,361 Total liabilities $ 8,601,486 $ 10,763,361 $ 19,364,847 Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 Common stock $ 601 $ 106 $ 707 Additional paid-in capital $ 5,025,219 $ 1,788,235 $ 6,813,454 Accumulated deficit $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Total stockholders’ equity $ 5,000,001 $ 7 $ 5,000,008 December 31, 2020 As Previously Reported Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) Excess of fair value of Private Placement Warrants $ — $ (631,197 ) $ (631,197 ) Change in fair value of warrant liability $ — $ (1,132,164 ) $ (1,132,164 ) Transaction costs $ — $ (24,973 ) $ (24,973 ) Total other income/(expense) $ 213 $ (1,788,334 ) $ (1,788,121 ) Net Loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Basic and diluted net loss per share $ (0.01 ) $ (0.40 ) $ (0.41 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) Cash Flows from Operating Activities: Net loss $ (25,819 ) $ (1,788,334 ) $ (1,814,153 ) Excess of fair value of Private Placement Warrants $ — $ 631,197 $ 631,197 Change in fair value of warrant liability $ — $ 1,132,164 $ 1,132,164 Transaction costs $ — $ 24,973 $ 24,973 Supplemental disclosure of cash flow information: Common stock subject to possible redemption $ 193,418,824 $ (10,763,368 ) $ 182,655,456 December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from August 7, 2020 (Inception) to December 31, 2020 Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Net proceeds from issuance of Public Warrants $ — $ 10,136,967 $ 10,136,967 Accretion of common stock to redemption amount, as restated $ — $ (23,954,850 ) $ (23,954,850 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Reported Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of redeemable common stock reflected the condensed balance sheet are reconciled | Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 |
Schedule of redeemable common stock reflected the condensed balance sheet are reconciled | For the period from August 7, 2020 (inception) through December 31, 2020 Redeemable Common Stock Nonredeemable Common Stock Basic and diluted net loss per share: Numerator: Net loss $ (100,649 ) $ (1,713,504 ) Denominator: Weighted Average Common Stock 136,905 2,330,740 Basic and diluted loss per common share $ (0.74 ) $ (0.74 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of measured at fair value on recurring basis | Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Assets Investments held in Trust Account-cash $ 203,262,660 $ — $ — Liabilities Private Warrants $ — $ — $ 10,763,361 |
Schedule of fair value measurements inputs | Inputs December 28, 2020 December 31, 2020 Risk-free interest rate 0.53 % 0.52 % Expected term (years) 6.13 6.12 Expected volatility 24.2 % 24.2 % Exercise price $ 11.50 $ 11.50 |
Schedule of change in the fair value of the warrant liabilities | Fair value at issuance December 28, 2020 $ 9,631,197 Change in fair value 1,132,164 Fair Value at December 31, 2020 $ 10,763,361 |
Income Tax (Tables)
Income Tax (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2020 Deferred tax asset: Organizational costs/Startup expenses $ 4,417 Federal Net Operating loss 1,005 Total deferred tax asset 5,422 Valuation allowance (5,422 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, 2020 Federal Current $ — Deferred 5,422 State Current — Deferred — Change in valuation allowance (5,422 ) Income tax provision $ — |
Schedule of federal income tax rate | Statutory federal income tax rate 21.0 % Change in FV of warrant liability (20.4 ) Transaction costs associated with the issuance of warrants (0.3 ) Change in valuation allowance (0.3 )% Income tax provision — % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Dec. 30, 2020 | Dec. 31, 2020 | Dec. 28, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Other offering costs | $ 761,606 | ||
Offering costs of reduction | 24,973 | ||
Transaction costs | $ 11,805,383 | ||
Initial business combination percentage of trust account | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Business combination net tangible assets | $ 5,000,001 | ||
Aggregate percent of shares sold | 20.00% | ||
Redemption of public shares percentage | 100.00% | ||
Outstanding public shares percentage | 100.00% | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
Underwriters [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Initial public offering proceeds | 11,830,356 | ||
Underwriting discount | 4,025,000 | ||
Deferred underwriting discount | 7,043,750 | ||
Other offering costs | 761,606 | ||
Private Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of warrants (in Shares) | 18,000,000 | ||
Sale of price per warrant (in Dollars per share) | $ 0.50 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Purchase units (in Shares) | 17,500,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 175,000,000 | ||
Initial public offering proceeds | $ 9,000,000 | ||
Sale of over allotment units (in Shares) | 203,262,500 | ||
Share price (in Dollars per share) | $ 10.10 | ||
Redemption percentage of outstanding public shares | 100.00% | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Purchase units (in Shares) | 2,625,000 | ||
Initial public offering proceeds | $ 26,250,000 |
Restatement of Previously iss_3
Restatement of Previously issued Financial Statements (Details) | Dec. 31, 2020USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously iss_4
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Previously Reported [Member] | Amendment 1 [Member] | |
Balance Sheet | |
Warrant liability | |
Total liabilities | 8,601,486 |
Common stock subject to possible redemption | 193,418,824 |
Common stock | 601 |
Additional paid-in capital | 5,025,219 |
Accumulated deficit | (25,819) |
Total stockholders’ equity (deficit) | 5,000,001 |
Excess of fair value of Private Placement Warrants | |
Change in fair value of warrant liability | |
Transaction costs | |
Total other income/(expense) | 213 |
Net Loss | $ (25,819) |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.01) |
Net loss | $ (25,819) |
Excess of fair value of Private Placement Warrants | |
Change in fair value of warrant liability | |
Transaction costs | |
Common stock subject to possible redemption | 193,418,824 |
As Previously Reported [Member] | Amendment 2 [Member] | |
Balance Sheet | |
Common stock subject to possible redemption | 182,655,456 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | |
Immediate accretion to redemption value | |
Total common stock subject to possible redemption | 182,655,456 |
Common stock | 707 |
Additional paid-in capital | 6,813,454 |
Accumulated deficit | (1,814,153) |
Total stockholders’ equity (deficit) | $ 5,000,008 |
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares | 343,634 |
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares | 0 |
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares | 4,413,429 |
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares | (0.41) |
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | $ 175,000,000 |
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | 26,250,000 |
Offering costs | (11,805,383) |
The maximum number of redeemable shares | (182,655,456) |
Net proceeds from issuance of Public Warrants | |
Accretion of common stock to redemption amount, as restated | |
Total stockholders’ equity (deficit) | 5,000,008 |
Initial classification of common stock subject to possible redemption | 182,655,456 |
Accretion of common stock subject to redemption to redemption value | |
Adjustments [Member] | Amendment 1 [Member] | |
Balance Sheet | |
Warrant liability | 10,763,361 |
Total liabilities | 10,763,361 |
Common stock subject to possible redemption | (10,763,368) |
Common stock | 106 |
Additional paid-in capital | 1,788,235 |
Accumulated deficit | (1,788,334) |
Total stockholders’ equity (deficit) | 7 |
Excess of fair value of Private Placement Warrants | (631,197) |
Change in fair value of warrant liability | (1,132,164) |
Transaction costs | (24,973) |
Total other income/(expense) | (1,788,334) |
Net Loss | $ (1,788,334) |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.40) |
Net loss | $ (1,788,334) |
Excess of fair value of Private Placement Warrants | 631,197 |
Change in fair value of warrant liability | 1,132,164 |
Transaction costs | 24,973 |
Common stock subject to possible redemption | (10,763,368) |
Adjustments [Member] | Amendment 2 [Member] | |
Balance Sheet | |
Common stock subject to possible redemption | 7,826,331 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | (11,174,137) |
Immediate accretion to redemption value | 23,954,850 |
Total common stock subject to possible redemption | 20,607,044 |
Common stock | (204) |
Additional paid-in capital | (6,813,454) |
Accumulated deficit | (13,793,386) |
Total stockholders’ equity (deficit) | $ (20,607,044) |
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares | (206,729) |
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares | (0.74) |
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares | (2,082,689) |
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares | (0.33) |
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | $ (175,000,000) |
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | (26,250,000) |
Offering costs | 11,805,383 |
The maximum number of redeemable shares | 182,655,456 |
Net proceeds from issuance of Public Warrants | 10,136,967 |
Accretion of common stock to redemption amount, as restated | (23,954,850) |
Total stockholders’ equity (deficit) | (20,607,044) |
Initial classification of common stock subject to possible redemption | (182,655,456) |
Accretion of common stock subject to redemption to redemption value | 23,954,850 |
As Restated [Member] | Amendment 1 [Member] | |
Balance Sheet | |
Warrant liability | 10,763,361 |
Total liabilities | 19,364,847 |
Common stock subject to possible redemption | 182,655,456 |
Common stock | 707 |
Additional paid-in capital | 6,813,454 |
Accumulated deficit | (1,814,153) |
Total stockholders’ equity (deficit) | 5,000,008 |
Excess of fair value of Private Placement Warrants | (631,197) |
Change in fair value of warrant liability | (1,132,164) |
Transaction costs | (24,973) |
Total other income/(expense) | (1,788,121) |
Net Loss | $ (1,814,153) |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.41) |
Net loss | $ (1,814,153) |
Excess of fair value of Private Placement Warrants | 631,197 |
Change in fair value of warrant liability | 1,132,164 |
Transaction costs | 24,973 |
Common stock subject to possible redemption | 182,655,456 |
As Restated [Member] | Amendment 2 [Member] | |
Balance Sheet | |
Common stock subject to possible redemption | 190,481,787 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | (11,174,137) |
Immediate accretion to redemption value | 23,954,850 |
Total common stock subject to possible redemption | 203,262,500 |
Common stock | 503 |
Additional paid-in capital | |
Accumulated deficit | (15,607,539) |
Total stockholders’ equity (deficit) | $ (15,607,036) |
Basic and diluted weighted average shares outstanding - redeemable common stock (in Shares) | shares | 136,905 |
Basic and diluted net income (loss) per share - redeemable common stock (in Shares) | shares | (0.74) |
Basic and diluted weighted average shares outstanding - nonredeemable common stock (in Shares) | shares | 2,330,740 |
Basic and diluted net loss per share - nonredeemable common stock (in Shares) | shares | (0.74) |
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | |
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | |
Offering costs | |
The maximum number of redeemable shares | |
Net proceeds from issuance of Public Warrants | 10,136,967 |
Accretion of common stock to redemption amount, as restated | (23,954,850) |
Total stockholders’ equity (deficit) | (15,607,036) |
Initial classification of common stock subject to possible redemption | |
Accretion of common stock subject to redemption to redemption value | $ 23,954,850 |
Restatement of Previously iss_5
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) - Amendment 2 [Member] | 5 Months Ended |
Dec. 31, 2020shares | |
As Previously Reported [Member] | |
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
Adjustments [Member] | |
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
As Restated [Member] | |
Restatement of Previously issued Financial Statements (Details) - Schedule of restatement on the financial statements (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Per share warrant (in Dollars per share) | $ / shares | $ 0.5351 |
Value of warrants | $ 9,631,197 |
Company incurred loss | 631,197 |
Offering costs | 11,830,356 |
Other offering costs | 761,606 |
Federal depository insurance coverage amount | $ 250,000 |
Redeemable common stock shares (in Shares) | shares | 20,125,000 |
Warrants are exercisable to purchase (in Shares) | shares | 19,062,500 |
Amendment 2 [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Underwriting fee | $ 4,025,000 |
Deferred underwriting fees | 7,043,750 |
IPO [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Sponsor purchase | $ 18,000,000 |
Per share private placement (in Dollars per share) | $ / shares | $ 0.50 |
Purchase price | $ 9,000,000 |
Redeemable Common stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 11,174,137 |
Public Warrants and Private Placement Warrants [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 24,973 |
Public Warrants [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 631,246 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of redeemable common stock reflected the condensed balance sheet are reconciled | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of redeemable common stock reflected the condensed balance sheet are reconciled [Abstract] | |
Allocated Fair Value of Proceeds | $ 190,481,787 |
Less: | |
Issuance costs allocated to redeemable common stock | (11,174,137) |
Plus: | |
Accretion of carrying value to redemption value | 23,954,850 |
Common stock subject to possible redemption | $ 203,262,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income loss per share | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Redeemable Common Stock [Member] | |
Numerator: | |
Net loss | $ (100,649) |
Denominator: | |
Weighted Average Common Stock (in Shares) | shares | 136,905 |
Basic and diluted loss per common share | $ (0.74) |
Nonredeemable Common Stock [Member] | |
Numerator: | |
Net loss | $ (1,713,504) |
Denominator: | |
Weighted Average Common Stock (in Shares) | shares | 2,330,740 |
Basic and diluted loss per common share | $ (0.74) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Dec. 28, 2020 | Dec. 31, 2020 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units issued in transaction | 17,500,000 | |
Share Price | $ 10 | |
Sale of stock, description | Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (each a “Public Warrant”) 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. Each Public Warrant entitles the holder 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 the prospectus. On December 30, 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. The Company will not issue fractional shares. As a result, public stockholders must exercise public warrants in multiples of two warrants. Each warrant will become exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. | |
Common stock per share | $ 0.0001 | |
Whole share price | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Purchase units | 2,625,000 | |
Aggregate of gross proceeds | $ 26,250,000 | |
Business combination [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
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. | |
Business combination, 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 $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated. |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of warrants purchased (in Shares) | shares | 18,000,000 |
Price per warrant | $ 0.50 |
Aggregate of warrants (in Dollars) | $ | $ 9,000,000 |
Common stock of price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2020 | Dec. 30, 2020 | Dec. 28, 2020 | Dec. 22, 2020 | Aug. 31, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Private placement warrants held in trust account (in Dollars) | $ 9,000,000 | |||||
Amount received from related party (in Dollars) | 9,364,880 | |||||
Received amount (in Dollars) | 364,880 | |||||
Sale of stock private placement warrants (in Dollars) | $ 9,000,000 | |||||
Payment to sponsor (in Dollars) | $ 25,000 | |||||
Shares outstanding | 4,887,500 | |||||
Shares cancellation common stock subject to forfeiture | 656,250 | |||||
Accrued of administrative service fees (in Dollars) | $ 5,806 | |||||
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 | |||||
Payment for office space (in Dollars) | $ 20,000 |
Commitments (Details)
Commitments (Details) | 1 Months Ended |
Dec. 30, 2020USD ($)$ / sharesshares | |
Commitments (Details) [Line Items] | |
Purchase additional units | 2,625,000 |
Over-Allotment Option [Member] | |
Commitments (Details) [Line Items] | |
Underwriters purchased overallotment units | 2,625,000 |
Offering price per over allotment units (in Dollars per share) | $ / shares | $ 10 |
Additional gross proceeds (in Dollars) | $ | $ 26,250,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 5 Months Ended | |
Dec. 31, 2020 | Dec. 22, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, authorized to issue | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, authorized to issue | 60,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Description of common stock | Holders are entitled to one vote for each share of common stock. | |
Common stock, shares outstanding | 5,031,250 | |
Shares of common stock subject to possible redemption | 20,125,000 | |
Description of business combination | Rights — Except in cases where 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 our initial business combination. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Assets Held-in-trust | $ 203,262,660 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets | |
Investments held in Trust Account-cash | $ 203,262,660 |
Liabilities | |
Private Warrants | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets | |
Investments held in Trust Account-cash | |
Liabilities | |
Private Warrants | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets | |
Investments held in Trust Account-cash | |
Liabilities | |
Private Warrants | $ 10,763,361 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements inputs | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020$ / shares | Dec. 31, 2020$ / shares | |
Schedule of fair value measurements inputs [Abstract] | ||
Risk-free interest rate | 0.53% | 0.52% |
Expected term (years) | 6 years 47 days | 6 years 43 days |
Expected volatility | 24.20% | 24.20% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the warrant liabilities | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of change in the fair value of the warrant liabilities [Abstract] | |
Fair value at issuance December 28, 2020 | $ 9,631,197 |
Change in fair value | 1,132,164 |
Fair Value at December 31, 2020 | $ 10,763,361 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
U.S. federal net operating loss carryovers | $ 4,787 |
Change in valuation allowance | $ 5,422 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset: | |
Organizational costs/Startup expenses | $ 4,417 |
Federal Net Operating loss | 1,005 |
Total deferred tax asset | 5,422 |
Valuation allowance | (5,422) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | 5,422 |
State | |
Current | |
Deferred | |
Change in valuation allowance | (5,422) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate | 5 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Schedule of federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
Change in FV of warrant liability (in Dollars) | $ | $ (20.4) |
Transaction costs associated with the issuance of warrants (in Dollars per share) | $ / shares | $ (0.3) |
Change in valuation allowance | (0.30%) |
Income tax provision |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 13, 2021USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Amount paid | $ 228,758 |