AtlasClear 10-Q/A 9 Jul 21 2021 Q1 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 24, 2021
Document Information Line Items
Entity Registrant Name	Quantum FinTech Acquisition Corp
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		25,156,250
Amendment Flag	true
Amendment Description	Quantum FinTech Acquisition Corp. (the “Company”) is filing this Amendment 1 to Form 10-Q/A (“Form 10-Q/A”) to amend the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021 (the “Original Report”), to restate the Company’s financial statements and related footnote disclosures as of and for the three months ended March 31, 2021 to correct an error noted below that was identified by the Company’s management. This Form 10-Q/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below. Restatement Background On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant 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”). The SEC Statement advises, among other things, that certain settlement terms and provisions generally present in SPAC warrants preclude such warrants from being accounted for as equity. As a result of the SEC Statement, during the three months ended March 31, 2021, the Company reevaluated the accounting treatment of the Public Warrants and Private Warrants (each defined below) in consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that the public and private warrants should be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting, with changes in fair value recognized in the statement of operations in the period of change. However, subsequent to filing of the Original Report, the Company determined that the Public Warrants do not contain any of the settlement terms and provisions related to tender offers following a business combination, and that the Public Warrants meet the criteria for being considered indexed to the issuer’s common stock, therefore, the Public Warrants should be classified as equity instruments. As a result, the Company’s management, together with the Audit Committee, determined on July 8, 2021, that the Company’s financial statements and other financial data as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 should be restated in the Form 10-Q/A as a result of this error. These restatements and revisions result in non-cash, non-operating 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. The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Form 10-Q/A, and the financial statements and related financial information contained in the Original Report should no longer be relied upon. On July 8, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Report. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of March 31, 2021. The Company’s management has concluded that in light of the error described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.
Entity Central Index Key	0001830795
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-40009
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 467,961	$ 21,868
Prepaid expenses	610,866	20,833
Total Current Assets	1,078,827	42,701
Deferred offering costs		157,919
Marketable securities held in Trust Account	201,260,785
TOTAL ASSETS	202,339,612	200,620
Current liabilities
Accrued expenses	131,373	940
Accrued offering costs	20,450	50,000
Promissory note – related party		130,100
Total Current Liabilities	151,823	181,040
Warrant liability	1,845,938
Total Liabilities	1,997,761	181,040
Commitments
Common stock subject to possible redemption 19,533,138 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively	195,341,848
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,623,112 and 5,031,250 shares issued and outstanding (excluding 19,533,138 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively	563	503
Additional paid-in capital	3,262,598	24,497
Retained earnings (accumulated deficit)	1,736,842	(5,420)
Total Stockholders’ Equity	5,000,003	19,580
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 202,339,612	$ 200,620

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Subject to possible redemption shares	19,533,138
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,623,112	5,031,250
Common stock, shares outstanding	5,623,112	5,031,250

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Operating and formation costs	$ 237,523
Loss from operations	(237,523)
Other income:
Change in fair value of warrant liability	1,969,000
Unrealized gain on marketable securities held in Trust Account	10,785
Other income, net	1,979,785
Net income	$ 1,742,262
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares) | shares	19,203,497
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share) | $ / shares	$ 0
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares	5,251,529
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share) | $ / shares	$ 0.33

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)	Class ACommon Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2020	$ 503	$ 24,497	$ (5,420)	$ 19,580
Balance (in Shares) at Dec. 31, 2020	5,031,250
Sale of 20,125,000 Units, net of underwriting discounts and other offering costs	$ 2,013	196,239,809		196,241,822
Sale of 20,125,000 Units, net of underwriting discounts and other offering costs (in Shares)	20,125,000
Cash paid in excess of fair value for Private Warrants		2,338,187		2,338,187
Common stock subject to possible redemption	$ (1,953)	(195,339,895)		(195,341,848)
Common stock subject to possible redemption (in Shares)	(19,533,138)
Net income			1,742,262	1,742,262
Balance at Mar. 31, 2021	$ 563	$ 3,262,598	$ 1,736,842	$ 5,000,003
Balance (in Shares) at Mar. 31, 2021	5,623,112

Condensed Statement of Change_2

Condensed Statement of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of units net underwriting discounts	20,125,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,742,262
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	(1,969,000)
Transaction costs incurred in connection with warrant liability	9,348
Unrealized gain on marketable securities held in Trust Account	(10,785)
Changes in operating assets and liabilities:
Prepaid expenses	(590,033)
Accrued expenses	130,433
Net cash used in operating activities	(687,775)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(201,250,000)
Net cash used in investing activities	(201,250,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	196,721,875
Proceeds from sale of Private Placement Units	6,153,125
Proceeds from promissory note – related party	23,957
Repayment of promissory note – related party	(154,057)
Payment of offering costs	(361,032)
Net cash provided by financing activities	202,383,868
Net Change in Cash	446,093
Cash – Beginning of period	21,868
Cash – End of period	467,961
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	20,450
Initial classification of common stock subject to possible redemption	193,588,000
Change in value of common stock subject to possible redemption	$ 1,753,848

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Quantum FinTech Acquisition Corporation (the “Company”) was incorporated in Delaware on October 1, 2020. The Company is a blank check company 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on February 4, 2021. On February 9, 2021, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,562,500 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Quantum Ventures LLC (the “Quantum Ventures”), who purchased 4,450,000 Private Warrants and Chardan Quantum LLC (“Chardan Quantum” and together with Quantum Ventures, the “Co-Sponsors”) who purchased 1,112,500 Private Warrants, generating gross proceeds of $5,562,500, which is described in Note 4. Following the closing of the Initial Public Offering on February 9, 2021, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government treasury bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On February 12, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,625,000 Units issued for an aggregate amount of $26,250,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 590,625 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $590,625. A total of $26,250,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $201,250,000. Transaction costs amounted to $5,017,526, consisting of $4,528,125 of underwriting fees, and $489,401 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, Quantum Ventures has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. The Co-Sponsors and the other holders of the Company’s shares prior to the Initial Public Offering (the “initial stockholders”) have agreed (A) to vote their Founder Shares and any Public Shares in favor of a Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to a Business Combination, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete a Business Combination within 18 months (August 9, 2022) (or 24 months from the closing of the Initial Public Offering (February 9, 2023) if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 9, 2022) unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to convert any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The Company will have until August 9, 2022 (or February 9, 2023, as applicable) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, Quantum Ventures has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the insiders will not be responsible to the extent of any liability for such third-party claims. The Company has sought and will continue to seek to reduce the possibility that the insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plan As of March 31, 2021, the Company had $467,961 in its operating bank accounts, $201,260,785 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and an adjusted working capital of $960,337, which excludes franchise and income taxes payable of $33,333, of which such amounts will be paid from interest earned on the Trust Account. As of March 31, 2021, approximately $11,000 of the amount on deposit in the Trust Account represented interest income, which is available to the Company for taxes and working capital needs. Through March 31, 2021, the Company had not withdrawn any amounts from the Trust Account for such needs. In March 2021, the Sponsor committed to provide the Company an aggregate of $500,000 in loans in connection with the Working Capital Loans as described in Note 5. The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsors may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or one year and one day from the date of issuance of these financial statements. Risks and Uncertainties Management continues 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $5,008,178 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $9,348 of the offering costs were related to the warrant liability and charged to the statement of operations. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private warrants was estimated using a binomial lattice model (see Note 9). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. Net income per Common Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,562,500 shares in the calculation of diluted loss per share, 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 Company’s statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Unrealized gain on marketable securities held in Trust Account $ 10,785 Less income available to pay franchise and income taxes (10,785 ) Net income attributable $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,203,497 Basic and diluted net income per share, Common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,742,262 Less: Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,742,262 Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 5,251,529 Basic and diluted net income per share, Non-redeemable Common stock $ 0.33 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. Recent Accounting Standards Except as noted below, management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement as of February 9, 2021	3 Months Ended
	Mar. 31, 2021
Condensed Financial Statement [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF FEBRUARY 9, 2021	NOTE 2A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF FEBRUARY 9, 2021 The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of common stock included in the Units. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The following tables summarize the effect of the restatement on each financial statement line items as of February 9, 2021: As Previously As Reported Adjustments Restated Balance sheet as of February 9, 2021 (audited) Total Liabilities $ 45,902 $ 14,123,750 $ 14,169,652 Common stock Subject to Possible Redemption 171,152,940 (14,123,750 ) 157,029,190 Common stock 541 142 683 Additional Paid-in Capital 5,007,118 278,327 5,285,445 Accumulated Deficit (7,658 ) (278,469 ) (286,127 ) Number of common stock shares subject to redemption 17,115,294 (1,412,375 ) 15,702,919 On February 12, 2021, in connection with the underwriters’ exercise of their over-allotment option in full, the fair value of the warrant liability increased by $1,967,438 to $16,091,188. These amounts have been further restated as discussed in Note 2B below.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements	3 Months Ended
	Mar. 31, 2021
Restatement Of Previously Issued Financial Statements [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2B — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company is filing this Amendment 1 to Form 10-Q/A (“Form 10-Q/A”) to amend the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021 (the “Original Report”), to restate the Company’s financial statements and related footnote disclosures as of and for the three months ended March 31, 2021 to correct an error noted below that was identified by the Company’s management. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant 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”). The SEC Statement advises, among other things, that certain settlement terms and provisions generally present in SPAC warrants preclude such warrants from being accounted for as equity. As a result of the SEC Statement, during the three months ended March 31, 2021, the Company reevaluated the accounting treatment of the Public Warrants and Private Warrants (each defined below) in consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that the public and private warrants should be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting, with changes in fair value recognized in the statement of operations in the period of change, However, subsequent to filing of the Original Report, the Company determined that the Public Warrants do not contain any of the settlement terms and provisions related to tender offers following a business combination, and that the Public Warrants meet the criteria for being considered indexed to the issuer’s common stock, therefore, the Public Warrants should be classified as equity instruments. As a result, the Company’s management, together with the Audit Committee, determined on July 8, 2021, that the Company’s financial statements and other financial data as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 should be restated in the Form 10-Q/A as a result of this error. These restatements and revisions result in non-cash, non-operating 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. The table below summarizes the effects of the restatement of the February 9, 2021 balance sheet and the restatement of the March 31, 2021 financial statements from what was previously filed in the Original Report as discussed above in Note 2A in the “As Restated” column. As Previously Reported in the Original Report Adjustments As Balance sheet as of February 9, 2021 (audited) Warrant Liability $ 14,123,750 $ (10,675,000 ) $ 3,448,750 Total Liabilities 14,169,652 (10,675,000 ) 3,494,652 Common stock Subject to Possible Redemption 157,029,190 10,675,000 167,704,190 Common stock 683 (107 ) 576 Additional Paid-in Capital 5,285,445 (269,014 ) 5,016,431 Accumulated Deficit (286,127 ) 269,121 (17,006 ) Number of common stock shares subject to redemption 15,702,919 1,067,500 16,770,419 On February 12, 2021, in connection with the underwriters’ exercise of their over-allotment option in full, the fair value of the warrant liability increased by $366,188 to $3,814,938 and the Common stock subject to Possible Redemption increased by 25,883,810 to $193,588,000. Balance sheet as of March 31, 2021 (unaudited) Warrant Liability 7,883,438 (6,037,500 ) 1,845,938 Total Liabilities 8,035,261 (6,037,500 ) 1,997,761 Common stock Subject to Possible Redemption 189,304,344 6,037,504 195,341,848 Common stock 623 (60 ) 563 Additional Paid-in Capital — 3,262,598 3,262,598 Accumulated Deficit 4,999,384 (3,262,542 ) 1,736,842 Number of common stock shares subject to redemption 18,929,420 603,718 19,533,138 Statement of Operations for the three months ended March 31, 2021 (unaudited) Operating and formation costs 542,672 (305,149 ) 237,523 Change in fair value of warrant liability 8,207,750 (6,238,750 ) 1,969,000 Net Income 7,675,863 (5,933,601 ) 1,742,262 Basic and diluted weighted average shares outstanding, Common stock subject to redemption 18,131,175 1,072,322 19,203,497 Basic and diluted net income per share, Common stock subject to redemption — — — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,847,264 (595,735 ) 5,251,529 Basic and diluted net income per share, Non-redeemable common stock 1.31 (0.98 ) 0.33 Cash Flow Statement for the three months ended March 31, 2021 (unaudited) Net Income 7,675,863 (5,933,601 ) 1,742,262 Change in fair value of warrant liability (8,207,750 ) 6,238,750 (1,969,000 ) Transaction costs associated with Initial Public Offering 314,497 (305,149 ) 9,348 Initial classification of common stock subject to possible redemption 182,424,400 11,163,600 193,588,000 Change in value of common stock subject to possible redemption 6,879,944 (5,126,096 ) 1,753,848

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2021
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units, inclusive of 2,625,000 Units sold to the underwriters on February 12, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit will consist of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one-half share of common stock at an exercise price of $11.50 per share (see Note 8).

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Quantum Ventures purchased an aggregate of 4,450,000 Private Warrants and Chardan Quantum purchased 1,112,500 Private Warrants, in each case, at a price of $1.00 per Private Warrant, for an aggregate purchase price of $5,562,500, in a private placement. On February 12, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 590,625 Private Warrants to the Co-Sponsors, at a price of $1.00 per Private Warrant, generating gross proceeds of $590,625. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8). The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 23, 2020, Quantum Ventures purchased 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In January 2021, Quantum Ventures sold 813,500 Founder Shares to Chardan Quantum and 35,000 Founder Shares to each of the Company’s directors and director nominees, in each case at the original price per share, resulting in Quantum Ventures holding a balance of 3,254,000 Founder Shares. On February 4, 2021, the Company effected a stock dividend of 718,750 shares with respect to its common stock, resulting in the initial stockholders holding an aggregate of 5,031,250 Founder Shares. The Founder Shares include an aggregate of up to 656,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on February 12, 2021, no Founder Shares are currently subject to forfeiture. The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company agreed, commencing on February 4, 2021, to pay Quantum Ventures a total of $10,000 per month for office space, utilities and secretarial support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $20,000 in fees for these services. Promissory Note — Related Party On October 1, 2020, the Company issued an unsecured promissory note to Quantum Ventures (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was no balance and $130,100, respectively, outstanding under the Promissory Note. The outstanding amount of $153,957 was repaid at the closing of the Initial Public Offering on February 9, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, Quantum Ventures or an affiliate of Quantum Ventures, 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 4, 2021, the holders of the Founder Shares, as well as the holders of the Private Warrants (and underlying securities) and any warrants issued in payment of Working Capital Loans made to Company (and underlying securities) will have registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register 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 consummation of a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration and stockholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On February 12, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 2,625,000 Public Units at a price of $10.00 per Public Unit. Business Combination Marketing Agreement The Company engaged the underwriters as advisors in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Common stock

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Warrant Liability Disclosure [Abstract]
WARRANTS	NOTE 8. WARRANTS As of March 31, 2021, there are 10,062,500 warrants outstanding that are classified and accounted for as equity instruments. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the 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 Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, 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 higher of the Market Value and Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. As of March 31, 2021, there are 6,153,125 Private Warrants that are outstanding that are classified and accounted for as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021, assets held in the Trust Account were comprised of $201,260,785 in money market funds which are primarily invested in U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 201,260,785 Liabilities: Warrant liability – Private Warrants 3 1,845,938 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the implied volatility of the Public Warrants. The key inputs into the binomial lattice model for the Warrants were as follows: Input February 9, March 31, Market price of public shares $ 9.39 $ 9.66 Risk-free rate 0.54 % 0.31 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Effective expiration date 6/20/26 6/20/26 One-touch hurdle The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value as of January 1, 2021 $ — Initial measurement on February 9, 2021 3,448,750 Exercising of underwriters’ over-allotment on February 12, 2021 366,188 Change in valuation inputs or other assumptions (1,969,000 ) Fair value as of March 31, 2021 $ 1,845,938 There were no transfers between levels during the three months ended March 31, 2021.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $5,008,178 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $9,348 of the offering costs were related to the warrant liability and charged to the statement of operations.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private warrants was estimated using a binomial lattice model (see Note 9).
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses.
Net income per Common Share	Net income per Common Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,562,500 shares in the calculation of diluted loss per share, 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 Company’s statement of operations includes a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Unrealized gain on marketable securities held in Trust Account $ 10,785 Less income available to pay franchise and income taxes (10,785 ) Net income attributable $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,203,497 Basic and diluted net income per share, Common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,742,262 Less: Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,742,262 Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 5,251,529 Basic and diluted net income per share, Non-redeemable Common stock $ 0.33
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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.
Recent Accounting Standards	Recent Accounting Standards Except as noted below, management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of calculation of basic and diluted net income (loss) per common share	Three Months Ended March 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Unrealized gain on marketable securities held in Trust Account $ 10,785 Less income available to pay franchise and income taxes (10,785 ) Net income attributable $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 19,203,497 Basic and diluted net income per share, Common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Net Earnings Net income $ 1,742,262 Less: Net income allocable to Common stock subject to possible redemption — Non-Redeemable Net Income $ 1,742,262 Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 5,251,529 Basic and diluted net income per share, Non-redeemable Common stock $ 0.33

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statement as of February 9, 2021 (Tables)	3 Months Ended
	Mar. 31, 2021
Condensed Financial Statement [Abstract]
Schedule of balance sheet statement	As Previously As Reported Adjustments Restated Balance sheet as of February 9, 2021 (audited) Total Liabilities $ 45,902 $ 14,123,750 $ 14,169,652 Common stock Subject to Possible Redemption 171,152,940 (14,123,750 ) 157,029,190 Common stock 541 142 683 Additional Paid-in Capital 5,007,118 278,327 5,285,445 Accumulated Deficit (7,658 ) (278,469 ) (286,127 ) Number of common stock shares subject to redemption 17,115,294 (1,412,375 ) 15,702,919

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2021
Restatement Of Previously Issued Financial Statements [Abstract]
Schedule of financial statements	As Previously Reported in the Original Report Adjustments As Balance sheet as of February 9, 2021 (audited) Warrant Liability $ 14,123,750 $ (10,675,000 ) $ 3,448,750 Total Liabilities 14,169,652 (10,675,000 ) 3,494,652 Common stock Subject to Possible Redemption 157,029,190 10,675,000 167,704,190 Common stock 683 (107 ) 576 Additional Paid-in Capital 5,285,445 (269,014 ) 5,016,431 Accumulated Deficit (286,127 ) 269,121 (17,006 ) Number of common stock shares subject to redemption 15,702,919 1,067,500 16,770,419 Balance sheet as of March 31, 2021 (unaudited) Warrant Liability 7,883,438 (6,037,500 ) 1,845,938 Total Liabilities 8,035,261 (6,037,500 ) 1,997,761 Common stock Subject to Possible Redemption 189,304,344 6,037,504 195,341,848 Common stock 623 (60 ) 563 Additional Paid-in Capital — 3,262,598 3,262,598 Accumulated Deficit 4,999,384 (3,262,542 ) 1,736,842 Number of common stock shares subject to redemption 18,929,420 603,718 19,533,138 Statement of Operations for the three months ended March 31, 2021 (unaudited) Operating and formation costs 542,672 (305,149 ) 237,523 Change in fair value of warrant liability 8,207,750 (6,238,750 ) 1,969,000 Net Income 7,675,863 (5,933,601 ) 1,742,262 Basic and diluted weighted average shares outstanding, Common stock subject to redemption 18,131,175 1,072,322 19,203,497 Basic and diluted net income per share, Common stock subject to redemption — — — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,847,264 (595,735 ) 5,251,529 Basic and diluted net income per share, Non-redeemable common stock 1.31 (0.98 ) 0.33 Cash Flow Statement for the three months ended March 31, 2021 (unaudited) Net Income 7,675,863 (5,933,601 ) 1,742,262 Change in fair value of warrant liability (8,207,750 ) 6,238,750 (1,969,000 ) Transaction costs associated with Initial Public Offering 314,497 (305,149 ) 9,348 Initial classification of common stock subject to possible redemption 182,424,400 11,163,600 193,588,000 Change in value of common stock subject to possible redemption 6,879,944 (5,126,096 ) 1,753,848

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of company’s assets that are measured at fair value on a recurring basis	Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 201,260,785 Liabilities: Warrant liability – Private Warrants 3 1,845,938
Schedule of binomial lattice model for the warrants	Input February 9, March 31, Market price of public shares $ 9.39 $ 9.66 Risk-free rate 0.54 % 0.31 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Effective expiration date 6/20/26 6/20/26 One-touch hurdle
Schedule of changes in the fair value of warrant liabilities	Private Placement Fair value as of January 1, 2021 $ — Initial measurement on February 9, 2021 3,448,750 Exercising of underwriters’ over-allotment on February 12, 2021 366,188 Change in valuation inputs or other assumptions (1,969,000 ) Fair value as of March 31, 2021 $ 1,845,938

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Feb. 12, 2021	Feb. 09, 2021	Mar. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)			$ 10
Maturity term			185 days
Deposited into trust account			$ 26,250,000
Payments to Acquire Investments			201,250,000
Transaction costs			5,017,526
Underwriting fees			4,528,125
Other offering costs			$ 489,401
Percentage of assets held in trust account			80.00%
Price per public share (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Value held in bank account			467,961
Value Held In Trust Account			11,000
Working capital			960,337
Income tax payable			33,333
Aggregate loan amount			$ 500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities			50.00%
Value Held In Trust Account			$ 201,260,785
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)			$ 1
Gross Proceeds	$ 590,625
Sale of warrants (in Shares)			5,562,500
Price per warrant (in Dollars per share)	$ 1		$ 1
Sale of additional warrants (in Shares)	590,625
Warrant [Member] | Quantum Ventures LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of warrant purchase (in Shares)			4,450,000
Warrant [Member] | Chardan Quantum LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross Proceeds			$ 5,562,500
Number of warrant purchase (in Shares)			1,112,500
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of share (in Shares)		17,500,000
Share price per unit (in Dollars per share)		$ 10
Gross Proceeds		$ 175,000,000
Price per public share (in Dollars per share)			$ 10
Initial Public Offering [Member] | Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)		$ 10
Net proceeds		$ 175,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)	$ 10
Number of additional units issued (in Shares)	2,625,000
Fair value of additional units issued	$ 26,250,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Deferred offering costs	$ 9,348
Statutory tax rate percentage	21.00%
Aggregate purchase shares (in Shares) | shares	5,562,500
Federal depository insurance coverage	$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Deferred offering costs	$ 5,008,178

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per common share	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to Common stock subject to possible redemption
Unrealized gain on marketable securities held in Trust Account	$ 10,785
Less income available to pay franchise and income taxes	(10,785)
Net income attributable
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption (in Shares) | shares	19,203,497
Basic and diluted net income per share, Common stock subject to possible redemption (in Dollars per share) | $ / shares	$ 0
Numerator: Net Income minus Net Earnings
Net income	$ 1,742,262
Less: Net income allocable to Common stock subject to possible redemption
Non-Redeemable Net Income	$ 1,742,262
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock (in Shares) | shares	5,251,529
Basic and diluted net income per share, Non-redeemable Common stock (in Dollars per share) | $ / shares	$ 0.33

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statement as of February 9, 2021 (Details) - USD ($)	Feb. 12, 2021	Mar. 31, 2021
Warrants [Member]
Restatement of Previously Issued Financial Statement as of February 9, 2021 (Details) [Line Items]
Shares outstanding, percentage		50.00%
Over-Allotment Option [Member] | Minimum [Member]
Restatement of Previously Issued Financial Statement as of February 9, 2021 (Details) [Line Items]
Fair value warrant liability increased	$ 1,967,438
Over-Allotment Option [Member] | Maximum [Member]
Restatement of Previously Issued Financial Statement as of February 9, 2021 (Details) [Line Items]
Fair value warrant liability increased	$ 16,091,188

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statement as of February 9, 2021 (Details) - Schedule of balance sheet statement	Feb. 09, 2021USD ($)shares
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total Liabilities	$ 45,902
Common stock Subject to Possible Redemption	171,152,940
Common stock	541
Additional Paid-in Capital	5,007,118
Accumulated Deficit	$ (7,658)
Number of common stock shares subject to redemption (in Shares) | shares	17,115,294
Adjustments [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total Liabilities	$ 14,123,750
Common stock Subject to Possible Redemption	(14,123,750)
Common stock	142
Additional Paid-in Capital	278,327
Accumulated Deficit	$ (278,469)
Number of common stock shares subject to redemption (in Shares) | shares	(1,412,375)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total Liabilities	$ 14,169,652
Common stock Subject to Possible Redemption	157,029,190
Common stock	683
Additional Paid-in Capital	5,285,445
Accumulated Deficit	$ (286,127)
Number of common stock shares subject to redemption (in Shares) | shares	15,702,919

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details)	Feb. 12, 2021USD ($)
Minimum [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Fair value warrant liability	$ 366,188
Common stock subject to possible redemption	25,883,810
Maximum [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Fair value warrant liability	3,814,938
Common stock subject to possible redemption	$ 193,588,000

Restatement of Previously Iss_8

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 09, 2021
As Previously Reported in the Original Report [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 7,883,438	$ 14,123,750
Total Liabilities	8,035,261	14,169,652
Common stock Subject to Possible Redemption	189,304,344	157,029,190
Common stock	623	683
Additional Paid-in Capital		5,285,445
Accumulated Deficit	4,999,384	(286,127)
Number of common stock shares subject to redemption	18,929,420	15,702,919
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Operating and formation costs	542,672
Change in fair value of warrant liability	8,207,750
Net Income	$ 7,675,863
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)	18,131,175
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	5,847,264
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share)	$ 1.31
Cash Flow Statement for the three months ended March 31, 2021 (unaudited)
Change in fair value of warrant liability	$ (8,207,750)
Transaction costs associated with Initial Public Offering	314,497
Initial classification of common stock subject to possible redemption	182,424,400
Change in value of common stock subject to possible redemption	6,879,944
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	(6,037,500)	(10,675,000)
Total Liabilities	(6,037,500)	(10,675,000)
Common stock Subject to Possible Redemption	6,037,504	10,675,000
Common stock	(60)	(107)
Additional Paid-in Capital	3,262,598	(269,014)
Accumulated Deficit	(3,262,542)	269,121
Number of common stock shares subject to redemption	603,718	1,067,500
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Operating and formation costs	(305,149)
Change in fair value of warrant liability	(6,238,750)
Net Income	$ (5,933,601)
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)	1,072,322
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	(595,735)
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share)	$ (0.98)
Cash Flow Statement for the three months ended March 31, 2021 (unaudited)
Change in fair value of warrant liability	$ 6,238,750
Transaction costs associated with Initial Public Offering	(305,149)
Initial classification of common stock subject to possible redemption	11,163,600
Change in value of common stock subject to possible redemption	(5,126,096)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	1,845,938	3,448,750
Total Liabilities	1,997,761	3,494,652
Common stock Subject to Possible Redemption	195,341,848	167,704,190
Common stock	563	576
Additional Paid-in Capital	3,262,598	5,016,431
Accumulated Deficit	1,736,842	(17,006)
Number of common stock shares subject to redemption	19,533,138	$ 16,770,419
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Operating and formation costs	237,523
Change in fair value of warrant liability	1,969,000
Net Income	$ 1,742,262
Basic and diluted weighted average shares outstanding, Common stock subject to redemption (in Shares)	19,203,497
Basic and diluted net income per share, Common stock subject to redemption (in Dollars per share)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares)	5,251,529
Basic and diluted net income per share, Non-redeemable common stock (in Dollars per share)	$ 0.33
Cash Flow Statement for the three months ended March 31, 2021 (unaudited)
Change in fair value of warrant liability	$ (1,969,000)
Transaction costs associated with Initial Public Offering	9,348
Initial classification of common stock subject to possible redemption	193,588,000
Change in value of common stock subject to possible redemption	$ 1,753,848

Public Offering (Details)

Public Offering (Details)	Feb. 12, 2021$ / sharesshares
Public Offering (Details) [Line Items]
Public warrant, description	Each Unit will consist of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one-half share of common stock at an exercise price of $11.50 per share (see Note 8).
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of stock	20,125,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Shares issued to underwriters	2,625,000
Share price per unit (in Dollars per share) | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Feb. 12, 2021	Mar. 31, 2021
Private Placement (Details) [Line Items]
Share price (in Dollars per share)		$ 10
Sale of warrants		20,125,000
Gross proceeds (in Dollars)	$ 590,625
Private warrant description		Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8).
Private Warrants [Member]
Private Placement (Details) [Line Items]
Share price (in Dollars per share)		$ 1
Sale of warrants		5,562,500
Sale of additional warrants	590,625
Price per warrant (in Dollars per share)	$ 1
Quantum Ventures [Member] | Private Warrants [Member]
Private Placement (Details) [Line Items]
Number of warrants purchase		4,450,000
Chardan Quantum [Member] | Private Warrants [Member]
Private Placement (Details) [Line Items]
Number of warrants purchase		1,112,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 09, 2021	Feb. 04, 2021	Jan. 31, 2021	Oct. 23, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 01, 2020
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares					20,125,000
Common stock dividend		718,750
Initial shareholders transfer shares description				The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Office space		$ 10,000
Fee for services					$ 20,000
Aggregate of principal amount							$ 200,000
Outstanding amount of promissory note					$ 130,100	$ 130,100
Description of related party					Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture Shares		656,250
IPO [Member]
Related Party Transactions (Details) [Line Items]
Repayment of outstanding amount	$ 153,957
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares purchase				4,312,500
Aggregate price of common stock				$ 25,000
Founder shares forfeited			813,500
Sponsor purchased shares			35,000
Number of shares outstanding			3,254,000
Initial Stockholders [Member]
Related Party Transactions (Details) [Line Items]
Aggregate founder shares		5,031,250
Percentage of shares issued and outstanding		20.00%

Commitments (Details)

Commitments (Details) - Over-Allotment Option [Member] - $ / shares	Feb. 12, 2021	Mar. 31, 2021
Commitments (Details) [Line Items]
Purchase of additional units	2,625,000	2,625,000
Price per unit (in Dollars per share)	$ 10

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,623,112	5,031,250
Common stock, shares outstanding	5,623,112	5,031,250
Subject to possible redemption shares	19,533,138

Warrants (Details)

Warrants (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Warrants (Details) [Line Items]
Warrant outstanding	10,062,500
Initial public offering closing term year	1 year
Effective public warrants exercise term days	120 days
Expire term	5 years
Warrant description	Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the 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.
Warrant exercise price per share | $ / shares	$ 11.50
Private Warrants [Member]
Warrants (Details) [Line Items]
Warrant outstanding	6,153,125
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, 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 higher of the Market Value and Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Money market funds	$ 201,260,785

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis	3 Months Ended
	Mar. 31, 2021USD ($)
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 201,260,785
Level 3 [Member]
Liabilities:
Warrant liability – Private Warrants	$ 1,845,938

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of binomial lattice model for the warrants - $ / shares	Feb. 12, 2021	Mar. 31, 2021
Schedule of binomial lattice model for the warrants [Abstract]
Market price of public shares	$ 9.39	$ 9.66
Risk-free rate	0.54%	0.31%
Dividend yield	0.00%	0.00%
Exercise price	$ 11.50	$ 11.50
Effective expiration date	Jun. 20, 2026	Jun. 20, 2026

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Private Placement [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial measurement on February 9, 2021	3,448,750
Exercising of underwriters’ over-allotment on February 12, 2021	366,188
Change in valuation inputs or other assumptions	(1,969,000)
Fair value as of March 31, 2021	$ 1,845,938